<PAGE>

                                                                  Execution Copy

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


                          WESTERN GAS RESOURCES, INC.

                                      AND

                                   GUARANTORS

                                       TO



                   CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,

                                    Trustee


                            _______________________


                                   INDENTURE



                           Dated as of June 15, 1999

                            ________________________

                                  $225,000,000

                       SENIOR SUBORDINATED NOTES DUE 2009





--------------------------------------------------------------------------------
<PAGE>

                               TABLE OF CONTENTS


                                  ARTICLE 1.

                  DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.    Definitions............................................ 1
Section 1.02.    Incorporation by Reference of Trust Indenture Act......34
Section 1.03.    Rules of Construction..................................35

                                  ARTICLE 2.

                                THE SECURITIES

Section 2.01.    Form and Dating........................................35
Section 2.02.    Execution and Authentication...........................37
Section 2.03.    Paying Agent to Hold Money in Trust....................37
Section 2.04.    Holder Lists...........................................38
Section 2.05.    Transfer and Exchange..................................38
Section 2.06.    Replacement Securities.................................50
Section 2.07.    Outstanding Securities.................................51
Section 2.08.    Treasury Securities....................................51
Section 2.09.    Temporary Securities...................................52
Section 2.10.    Cancellation...........................................52
Section 2.11.    Defaulted Interest.....................................52
Section 2.12.    Methods of Receiving Payment on the Notes..............52
Section 2.13     Registrar and Paying Agent.............................53

                                  ARTICLE 3.

                          SATISFACTION AND DISCHARGE

Section 3.01.  Satisfaction and Discharge of Indenture..................53
Section 3.02.  Application of Trust Money...............................54

                                  ARTICLE 4.

                                   REMEDIES

Section 4.01.    Events of Default......................................55
Section 4.02.    Acceleration of Maturity; Rescission and Annulment.....57

                                       i
<PAGE>

Section 4.03.    Collection of Indebtedness and Suits for Enforcement by
                 Trustee.....................................................58
Section 4.04.    Trustee May File Proofs of Claim............................59
Section 4.05.    Trustee May Enforce Claims Without Possession of Securities.60
Section 4.06.    Application of Money Collected..............................60
Section 4.07.    Limitation on Suits.........................................60
Section 4.08.    Unconditional Right of Holders to Receive Principal,
                 Premium and Interest........................................61
Section 4.09.    Restoration of Rights and Remedies..........................61
Section 4.10.    Rights and Remedies Cumulative..............................61
Section 4.11.    Delay or Omission Not Waiver................................61
Section 4.12.    Control by Holders..........................................62
Section 4.13.    Waiver of Past Defaults.....................................62
Section 4.14.    Undertaking for Costs.......................................62
Section 4.15.    Waiver of Stay, Extension, or Usury Laws....................63

                                  ARTICLE 5.

                                  THE TRUSTEE

Section 5.01.    Certain Duties and Responsibilities.........................63
Section 5.02.    Notice of Defaults..........................................64
Section 5.03.    Certain Rights of Trustee...................................64
Section 5.04.    Not Responsible for Recitals or Issuance of Securities......65
Section 5.05.    May Hold Securities.........................................65
Section 5.06.    Money Held in Trust.........................................66
Section 5.07.    Compensation and Reimbursement..............................66
Section 5.08.    Administrative Expense......................................66
Section 5.09.    Disqualification; Conflicting Interests.....................67
Section 5.10.    Corporate Trustee Required; Eligibility.....................67
Section 5.11.    Resignation and Removal; Appointment of Successor...........67
Section 5.12.    Acceptance of Appointment by Successor......................68
Section 5.13.    Merger, Conversion, Consolidation or Succession to Business.69
Section 5.14.    Preferential Collection of Claims Against Company...........69
Section 5.15.    Appointment of Authenticating Agent.........................69

                                  ARTICLE 6.

                        REPORTS BY TRUSTEE AND COMPANY

Section 6.01.    Preservation of Information; Communications to Holders......71
Section 6.02.    Reports by Trustee..........................................71
Section 6.03.    Reports by Company..........................................71

                                       ii
<PAGE>

                                  ARTICLE 7.

             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 7.01.    Company May Consolidate, etc., Only on Certain Terms........72
Section 7.02.    Successor Substituted.......................................73

                                  ARTICLE 8.

                                  AMENDMENTS

Section 8.01.    Without Consent of Holders..................................74
Section 8.02.    With Consent of Holders.....................................74
Section 8.03.    Execution of Amendments or Supplemental Indentures..........75
Section 8.04.    Effect of Amendments or Supplemental Indentures.............75
Section 8.05.    Conformity with Trust Indenture Act.........................76
Section 8.06.    Reference in Securities to Amendments or Supplemental
                 Indentures..................................................76
Section 8.07.    Notice of Amendments or Supplemental Indenture..............76
Section 8.08.    Effect on Senior Debt.......................................76
Section 8.09.    Payments for Consent........................................76

                                  ARTICLE 9.

                                   COVENANTS

Section 9.01.    Payment of Principal, Premium and Interest..................77
Section 9.02.    Maintenance of Office or Agency.............................77
Section 9.03.    Money for Securities Payments to Be Held in Trust...........77
Section 9.04.    Statement by Officers as to Default.........................79
Section 9.05.    Existence...................................................79
Section 9.06.    Maintenance of Properties...................................80
Section 9.07.    Payment of Taxes and Other Claims...........................80
Section 9.08.    Limitation on Restricted Payments...........................80
Section 9.09.    Limitation on Dividends and Other Payment Restrictions
                 Affecting Subsidiaries......................................84
Section 9.10.    Limitation on Transactions with Affiliates..................86
Section 9.11.    Limitation on Indebtedness..................................87
Section 9.12.    Limitation on Issuance of Subsidiary Guarantees of
                 Indebtedness................................................89
Section 9.13.    Limitation on Liens.........................................89
Section 9.14.    Limitation on Certain Asset Dispositions....................90
Section 9.15.    No Layering of Indebtedness.................................91
Section 9.16.    Additional Subsidiary Guarantees............................91

                                      iii
<PAGE>

Section 9.17.     Designation of Restricted and Unrestricted Subsidiaries...92

                                  ARTICLE 10.

                           REDEMPTION OF SECURITIES

Section 10.01.    Right of Redemption.......................................92
Section 10.02.    Applicability of Article..................................93
Section 10.03.    Election to Redeem; Notice to Trustee.....................94
Section 10.04.    Selection by Trustee of Securities to Be Redeemed.........94
Section 10.05.    Notice of Redemption......................................94
Section 10.06.    Deposit of Redemption Price...............................95
Section 10.07.    Securities Payable on Redemption Date.....................96
Section 10.08.    Securities Redeemed in Part...............................96
Section 10.09     Offer to Purchase by Application of Excess Proceeds.......96

                                  ARTICLE 11.

                          SUBORDINATION OF THE NOTES

Section 11.01.    Agreement to Subordinate..................................98
Section 11.02.    Liquidation; Dissolution; Bankruptcy......................99
Section 11.03.    Default on Senior Debt of the Company....................100
Section 11.04.    Acceleration of Payment of Notes.........................101
Section 11.05.    When Distribution Must Be Paid Over......................101
Section 11.06.    Subrogation..............................................102
Section 11.07.    Relative Rights..........................................102
Section 11.08.    Subordination May Not Be Impaired by the Company.........102
Section 11.09.    Rights of Trustee and Paying Agent.......................102
Section 11.10.    Distribution of Notice to Representative.................103
Section 11.11.    Trust Moneys Not Subordinated............................103
Section 11.12.    Trustee Entitled To Rely.................................103
Section 11.13.    Trustee To Effectuate Subordination......................104
Section 11.14.    Trustee Not Fiduciary for Holders of Senior Debt of
                  the Company..............................................104
Section 11.15.    Reliance by Holders of Senior Debt of the Company
                  on Subordination Provisions..............................104
Section 11.16.    Proofs of Claim..........................................105
Section 11.17.    Rights of Trustee as Holder of Senior Debt of
                  the Company; Preservation of Trustee's Rights............105
Section 11.18.    Article Applicable to Paying Agents......................105
Section 11.19.    Liquidation, Dissolution and Bankruptcy..................106

                                       iv
<PAGE>

                                  ARTICLE 12.

                             SUBSIDIARY GUARANTEES

Section 12.01.    Guarantees.................................................106
Section 12.02.    Limitation on Liability....................................108
Section 12.03.    Successors and Assigns.....................................108
Section 12.04.    No Waiver..................................................109
Section 12.05.    Modification...............................................109
Section 12.06.    Certain Restrictions.......................................109
Section 12.07.    Release of Guarantor.......................................109
Section 12.08.    Execution of Supplemental Indenture for Future Guarantors..110

                                  ARTICLE 13.

                    SUBORDINATION OF SUBSIDIARY GUARANTEES

Section 13.01.    Agreement to Subordinate...................................111
Section 13.02.    Liquidation; Dissolution; Bankruptcy.......................111
Section 13.03.    Default on Guarantor Senior Debt of a Guarantor............112
Section 13.04.    Acceleration of Payment of Notes...........................114
Section 13.05.    When Guarantee Payment Must Be Paid Over...................114
Section 13.06.    Subrogation................................................114
Section 13.07.    Relative Rights............................................114
Section 13.08.    Subordination May Not be Impaired by the Guarantor.........115
Section 13.09.    Rights of Trustee and Paying Agent.........................115
Section 13.10.    Distribution of Notice to Representative...................115
Section 13.11.    Trust Moneys Not Subordinated..............................115
Section 13.12.    Trustee Entitled to Rely...................................116
Section 13.13.    Trustee to Effectuate Subordination........................116
Section 13.14.    Trustee Not Fiduciary for Holders of Guarantor
                  Senior Debt of the Guarantors..............................116
Section 13.15.    Reliance by Holders of Guarantor Senior Debt of
                  the Guarantors on Subordination Provisions.................117
Section 13.16.    Proofs of Claim............................................117
Section 13.17.    Rights of Trustee as Holder of Guarantor Senior
                  Debt of the Guarantors; Preservation of Trustee's Rights...117
Section 13.18.    Article Applicable to Paying Agents........................117
Section 13.19.    Liquidation, Dissolution and Bankruptcy....................118

                                       v
<PAGE>

                                  ARTICLE 14.

                      CHANGE OF CONTROL TRIGGERING EVENT

Section 14.01.    Change of Control Triggering Event........................118
Section 14.02.    Change of Control.........................................118

                                  ARTICLE 15.

                   LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 15.01.    Company's Option to Effect Defeasance or Covenant
                  Defeasance...............................................120
Section 15.02.    Defeasance and Discharge.................................120
Section 15.03.    Covenant Defeasance......................................121
Section 15.04.    Conditions to Defeasance or Covenant Defeasance..........121
Section 15.05.    Deposited Money and Government Securities to be Held
                  in Trust; Other Miscellaneous Provisions.................123
Section 15.06.    Reinstatement............................................124

                                  ARTICLE 16.

                                 MISCELLANEOUS

Section 16.01.    Compliance Certificates and Opinions.....................124
Section 16.02.    Form of Documents Delivered to Trustee...................125
Section 16.03.    Acts of Holders; Record Dates............................125
Section 16.04.    Notices..................................................126
Section 16.05.    Conflict with Trust Indenture Act........................128
Section 16.06.    Effect of Headings and Table of Contents.................128
Section 16.07.    Successors and Assigns...................................128
Section 16.08.    Separability Clause......................................128
Section 16.09.    Benefits of Indenture....................................128
Section 16.10.    Governing Law............................................129
Section 16.11.    Legal Holidays...........................................129
Section 16.12.    No Recourse Against Others...............................129
Section 16.13.    Multiple Originals.......................................129

                                       vi
<PAGE>

                             CROSS-REFERENCE TABLE

                     TIA                     Indenture
                   Section                    Section
                   -------                   ---------
                   310(a)(1)....................5.10
                   (a)(2).......................5.10
                   (a)(3).......................N.A.
                   (a)(4).......................N.A.
                   (b)..........................5.09; 5.10
                   (c)..........................N.A.
                   311(a).......................5.14
                   (b)..........................5.14
                   (c)..........................N.A.
                   312(a).......................2.04
                   (b)..........................16.03
                   (c)..........................16.03
                   313(a).......................6.02
                   (b)(1).......................N.A.
                   (b)(2).......................6.02
                   (c)..........................16.04
                   (d)..........................6.02
                   314(a).......................6.03; 16.02
                   (b)..........................N.A.
                   (c)(1).......................16.01
                   (c)(2).......................16.01
                   (c)(3).......................N.A.
                   (d)..........................N.A.
                   (e)..........................16.01
                   (f)..........................N.A.
                   315(a).......................5.01
                   (b)..........................5.02; 16.04
                   (c)..........................5.01
                   (d)..........................5.01
                   (e)..........................4.14
                316(a)(last sentence)...........2.08
                   (a)(1)(A)....................4.12
                   (a)(1)(B)....................4.13
                   (a)(2).......................N.A.
                   (b)..........................4.08
                   317(a)(1)....................4.03
                   (a)(2).......................4.04

                                      vii
<PAGE>

                  TIA                     Indenture
                Section                    Section
                -------                   ---------

                   (b).......................2.03
                318(a).......................16.05

                        N.A. Means Not Applicable.

_______________
Note:  This Cross-Reference Table shall not, for any purposes, be deemed to be
part of this Indenture.

                                      viii
<PAGE>

                       SENIOR SUBORDINATED NOTES DUE 2009



     INDENTURE, dated as of June 15, 1999 among Western Gas Resources, Inc., a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the "Company"), having its principal office at 12200 North Pecos
Street, Denver, Colorado 80234, the Guarantors identified on the signature pages
hereto, and Chase Bank of Texas, National Association, a national banking
association and trust company, as Trustee (herein called the "Trustee").

                                    RECITALS

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured, senior
subordinated debentures, notes or other evidences of indebtedness (herein called
the "Initial Notes"), to be issued in one or more series as in this Indenture
provided which, subject to certain conditions, are exchangeable for notes that
are registered under the Securities Act (the "Exchange Notes" and together with
the Initial Notes, the "Notes" or the "Securities").

     All things necessary to make the Securities and the Subsidiary Guarantees,
when executed by the Company and the Guarantors and authenticated and delivered
hereunder and duly issued by the Company and the Guarantors, the valid
obligations of the Company and the Guarantors, and to make this Indenture a
valid agreement of the Company and the Guarantors, in accordance with their and
its terms, have been done.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually agreed, for the equal and proportionate
benefit of all Holders of the Securities or of series thereof, as follows:

                                  ARTICLE 1.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions
              -----------

     "144A Global Security" means a global security in the form of Exhibit A
hereto bearing the Global Security Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depository or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.

                                       1

<PAGE>

     "Acquired Debt" means, with respect to any specified Person:

     (1)  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 or assumed in connection with an acquisition by such Person of
          the properties and assets of any Person which constitute all or
          substantially all of the properties and assets of such Person or any
          division or line of business or business segment of such Person,
          whether or not such Indebtedness is incurred in connection with, or in
          contemplation of, such other Person merging with or into, or becoming
          a Subsidiary of, such specified Person or such acquisition; and

     (2)  Indebtedness secured by a Lien encumbering any asset acquired by such
          specified Person.

     "Act," when used with respect to any Holder, has the meaning specified in
Section 16.03(a).

     "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,"
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.  For purposes of this definition, the terms
"controlling," "controlled by" and "under common control with" shall have
correlative meanings.  Notwithstanding the foregoing, any Person who enters with
the Company or any of its Subsidiaries into any Permitted Business Investment
(including, without limitation, any Person who has an ownership, management or
operating position in any Permitted Business Investment), and any Person created
as a result of the foregoing, shall not be deemed to be an Affiliate for
purposes of this Indenture solely by reason of entering into, or owning an
ownership, management or operating position in, a Permitted Business Investment
or being a Person so created, as the case may be.

     "Affiliate Transaction" has the meaning as specified in Section 9.10.

     "Applicable Procedures" means, with respect to any transfer or exchange of
or for beneficial interests in any Global Security, the rules and procedures of
the Depository that apply to such transfer or exchange.

     "Asset Disposition" by any Person means any transfer, conveyance, sale,
lease or other disposition by such Person or any of its Restricted Subsidiaries
(including by means of a Sale/Leaseback Transaction or a consolidation or merger
or other sale of any such Restricted Subsidiaries with, into or to another
Person in a transaction in which such Restricted Subsidiary ceases to be a
Restricted Subsidiary, but excluding a disposition by a Restricted Subsidiary of
such

                                       2
<PAGE>

Person to such Person or a Restricted Subsidiary of such Person or by such
Person to a Restricted Subsidiary of such Person), directly or indirectly, in
one or a series of related transactions, of

     (1)  shares of Capital Stock (other than directors' qualifying shares) of a
          Restricted Subsidiary of such Person held by such Person or a
          Restricted Subsidiary of such Person,

     (2)  substantially all of the assets of such Person or any of its
          Restricted Subsidiaries representing a division, or line of business
          or business segment, or

     (3)  other properties or assets of such Person or any of its Restricted
          Subsidiaries outside of the ordinary course of business,

which in the case of either clause (1), (2) or (3), whether in a single
transaction or a series of related transactions, results in Net Available
Proceeds in excess of $5.0 million.  For the purpose of this definition, the
term "Asset Disposition" shall not include:

          (a) any transfer of properties or assets that is governed by, and made
              in accordance with, the provisions of Article 7,

          (b) any transfer of properties or assets to any Person if permitted
              under the definition of Permitted Investments (except as set forth
              in clause (d) below) or if permitted under the provisions of
              Section 9.08,

          (c) any trade or exchange of properties and assets used in the
              Principal Business of the Company or shares of Capital Stock in
              any Person in the Principal Business of the Company or any
              Restricted Subsidiary of the Company, in each case owned by the
              Company or any Restricted Subsidiary, for properties and assets of
              any Person used in the Principal Business of any Person owned or
              held by another Person, provided, that (A) the fair market value
              of the properties, assets and shares traded or exchanged by the
              Company or such Restricted Subsidiary is reasonably equivalent to
              or less than the fair market value of the properties and assets to
              be received by the Company or such Restricted Subsidiary as
              determined in good faith by (x) any officer of the Company if such
              fair market value is less than $5.0 million and (y) the Board of
              Directors of the Company as evidenced by a certified resolution
              delivered to the Trustee if such fair market value is equal to or
              in excess of $5.0 million; provided, that if such fair market
              value is equal to or in excess of $30.0 million the Company shall
              deliver a written appraisal by a nationally recognized accounting,
              engineering, appraisal or investment banking firm, in each case
              specializing or having a specialty in oil and gas properties, and
              (B) such exchange is approved by a majority of the Disinterested
              Directors,

                                       3
<PAGE>

              provided, further that if such trade or exchange results in the
              receipt by the Company or a Restricted Subsidiary of the Company
              of aggregate cash or Cash Equivalents in excess of $5.0 million,
              such cash or Cash Equivalents shall be deemed to be Net Available
              Proceeds for purposes of Section 9.14, or

          (d) any Permitted Business Investment; provided that if such
              investment results in the receipt by the Company or a Restricted
              Subsidiary of the Company of cash or Cash Equivalents (excluding
              any dividends or distributions of earnings) such cash or Cash
              Equivalents shall be deemed Net Available Proceeds for purposes of
              Section 9.14.

     "Asset Disposition Offer" has the meaning specified in Section 9.14.

     "Asset Disposition Trigger Date" has the meaning as specified in Section
9.14.

     "Attributable Debt" means, in respect of a Sale/Leaseback Transaction, at
the time of determination, the present value of the obligation of the lessee for
net rental payments during the remaining term of the lease included in such
Sale/Leaseback Transaction including any period for which such lease has been
extended or may, at the option of the lessor, be extended.  Such present value
shall be calculated using a discount rate equal to the rate of interest implicit
in such transaction, determined in accordance with GAAP.

     "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 5.15 to act on behalf of the Trustee to authenticate Securities of
one or more series.

     "Bankruptcy Law" means Title 11, United States Code, or any similar federal
or state law for the relief of debtors.

     "Board of Directors" means, (1) with respect to the Company, either the
Board of Directors of the Company or any properly constituted committee thereof
that is authorized to take the action in question and (2) with respect to any
Restricted Subsidiary of the Company, the Board of Directors of that Restricted
Subsidiary or any properly constituted committee thereof that is authorized to
take the action in question.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification and set forth in an Officers' Certificate delivered to the
Trustee.

     "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in the Borough of Manhattan,
City of New York, or in the

                                       4
<PAGE>

city where the Corporate Trust Office is located, are authorized or obligated by
law, regulation or executive order to close.

     "Capitalized Lease Obligation" of any Person means any lease of any
property (whether real, personal or mixed) by such Person as lessee in respect
of which the present value of the minimum rental commitment would be capitalized
on a balance sheet of the lessee in accordance with GAAP.

     "Capital Stock" means:

     (1) in the case of a corporation, corporate stock;

     (2) in the case of an association or business entity, any and all shares,
         interests, participations, rights or other equivalents (however
         designated) of corporate stock;

     (3) in the case of a partnership or limited liability company, partnership
         or membership interests (whether general or limited); and

     (4) 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:

     (1) United States dollars;

     (2) securities issued or directly and fully guaranteed or insured by the
         United States government or any agency or instrumentality thereof
         (provided that the full faith and credit of the United States is
         pledged in support thereof) having maturities of not more than twelve
         months from the date of acquisition;

     (3) 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 domestic commercial bank having capital and
         surplus in excess of $500 million and a Thompson Bank Watch Rating of
         "B" or better;

     (4) repurchase obligations with a term of not more than seven days for
         underlying securities of the types described in clauses (2) and (3)
         above entered into with any financial institution meeting the
         qualifications specified in clause (3) above;

     (5) commercial paper and other securities having the highest rating
         obtainable from Moody's or S&P and in each case maturing within twelve
         months after the date of acquisition; and

                                       5
<PAGE>

     (6) investments in money market or other mutual funds substantially all of
         whose assets comprise securities of the types described in clauses (2)
         through (5) above.

     "Change of Control" means the occurrence of any of the following:

     (1) 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 Subsidiaries taken as a whole to another "person" (as such term
         is used in Section 13(d)(3) of the Exchange Act) other than a Principal
         or a Person controlled by a Principal ;

     (2) the adoption of a plan relating to the liquidation or dissolution of
         the Company;

     (3) the consummation of any transaction (including, without limitation, any
         merger or consolidation) the result of which is that any "person" (as
         defined above) other than a Principal or a Person controlled by a
         Principal, becomes the beneficial owner (as determined in accordance
         with Rule 13(d)(3) under the Exchange Act), directly or indirectly, of
         at least 50% of the total voting power of all classes of Capital Stock
         of the Company; or

     (4) the first day on which a majority of the members of the Board of
         Directors of the Company are not Continuing Directors.

     "Change of Control Offer" has the meaning as specified in Section 14.01.

     "Change of Control Payment" has the meaning as specified in Section 14.01.

     "Change of Control Payment Date" has the meaning as specified in Section
14.02.

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

     "Company" means the Person named as the "Company" in the first paragraph of
this instrument until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor Person.

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

                                       6
<PAGE>

     "Consolidated Net Operating Income" means, with respect to any specified
Person for any period, the aggregate of the net income (or loss) of such Person
and its Restricted Subsidiaries for such period, on a consolidated basis,
determined in accordance with GAAP; provided that:

     (1) the net income (or loss) of any Person that is not a Subsidiary or that
         is accounted for by the equity method of accounting shall be excluded
         (except to the extent of the amount of cash dividends or cash
         distributions paid to the specified Person or its Restricted
         Subsidiaries);

     (2) the net income (or loss) of any Person acquired in a pooling of
         interests transaction for any period prior to the date of such
         acquisition shall be excluded;

     (3) the net income of any Restricted Subsidiary of such Person shall be
         excluded to the extent the transfer to that Person of that income is
         restricted by contract or otherwise (except to the extent of the amount
         of cash or other distributions paid to the specified Person or its
         Restricted Subsidiaries);

     (4) the net income (or loss) of any Unrestricted Subsidiary of such Person
         shall be excluded (except to the extent of the amount of cash dividends
         or other cash distributions paid to the specified Person or its
         Restricted Subsidiaries);

     (5) extraordinary gains and losses, and gains and losses from the sale of
         assets outside the ordinary course of such Person's business, shall be
         excluded;

     (6) the cumulative effect of a change in accounting principles shall be
         excluded;

     (7) any write-downs of non-current assets, provided that any ceiling
         limitation write-downs under Commission guidelines or impairments of
         oil and gas properties required by Statement of Financial Accounting
         Standards No. 121 of the Financial Accounting Standards Board shall be
         excluded as if such write-downs had not occurred; and

     (8) the tax effect of any of the items described in clauses (1) through (7)
         above shall be excluded.

     "Consolidated Net Worth" means, at any date, the stockholders' equity of
the Company and its Restricted Subsidiaries, as determined on a consolidated
basis in accordance with GAAP, less (to the extent included in stockholders'
equity) amounts attributable to Disqualified Stock of the Company or its
Restricted Subsidiaries.

                                       7
<PAGE>

     "Consolidated Operating Cash Flow" means, with respect to any Person for
any period, the Consolidated Net Operating Income of such Person and its
Restricted Subsidiaries for such period plus:

     (1) consolidated Fixed Charges of such Person and its Restricted
         Subsidiaries which reduced Consolidated Net Operating Income for such
         period; plus

     (2) consolidated income tax expense of such Person and its Restricted
         Subsidiaries which reduced Consolidated Net Operating Income for such
         period; plus

     (3) consolidated depreciation, depletion and amortization expense
         (including amortization of purchase accounting adjustments) of such
         Person and its Restricted Subsidiaries and any other non-cash items to
         the extent that such depreciation, depletion, amortization and other
         non-cash items reduced Consolidated Net Operating Income for such
         period; minus

     (4) non-cash items which increased Consolidated Net Operating Income for
         such period,

in each case, on a consolidated basis and determined in accordance with GAAP for
the four full quarters for which financial information in respect thereof is
available immediately prior to the Transaction Date.

Notwithstanding the preceding, the provision for taxes based on the income or
profits of, and the depreciation, depletion and amortization and other non-cash
charges of, a Restricted Subsidiary of the Company shall be added to
Consolidated Net Operating Income to compute Consolidated Operating Cash Flow of
the Company only to the extent that a corresponding amount would be permitted at
the date of determination to be dividended, distributed or otherwise paid to the
Company by such Restricted Subsidiary without prior approval (that has not been
obtained) 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 Operating Cash Flow Ratio" means, with respect to any Person,
the ratio of

     (1) Consolidated Operating Cash Flow of such Person and its Restricted
         Subsidiaries for the four quarters for which financial information in
         respect thereof is available immediately prior to the Transaction Date
         to

     (2) the aggregate Fixed Charges of such Person and its Restricted
         Subsidiaries for such four quarters, such Fixed Charges to be
         calculated on the basis of the amount of the Indebtedness of such
         Person and its Restricted Subsidiaries outstanding on the Transaction
         Date and interest on Indebtedness which accrues on a fluctuating basis
         for periods succeeding the date of determination shall be deemed to
         accrue at a rate

                                       8
<PAGE>

         equal to the average daily rate of interest in effect during such
         immediately preceding quarter;

provided, however, that if such Person or any Restricted Subsidiary of such
Person shall have acquired, sold or otherwise disposed of any asset material to
its Principal Business or engaged in a Public Equity Offering during the four
full quarters for which financial information in respect thereof is available
immediately prior to the Transaction Date or during the period from the end of
such fourth full quarter to and including the Transaction Date, the calculation
required in clause (1) above will be made giving effect to such acquisition,
sale or disposition or the other investment of the net proceeds of such Public
Equity Offering on a pro forma basis as if such acquisition, sale, disposition
or offering had occurred at the beginning of such four full quarter period
without giving effect to clause (2) of the definition of "Consolidated Net
Operating Income" (that is, including in such calculation the net income for the
relevant prior period of any Person acquired in a pooling of interests
transaction, notwithstanding the provisions of said clause (2)); provided,
further, that Fixed Charges of such Person during the applicable period shall
not include the amount of consolidated Interest Expense which is directly
attributable to Indebtedness to the extent such Indebtedness is reduced by the
proceeds of the incurrence of such Indebtedness which gave rise to the need to
calculate the Consolidated Operating Cash Flow Ratio.

     "Continuing Directors" means, as of any date of determination, any member
of the Board of Directors of the Company who:

     (1) was a member of such Board of Directors on the date of this Indenture;
         or

     (2) 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" means the office of the Trustee at which at any
particular time its corporate trust business shall be administered, which office
at the date of the execution of this Indenture is located at 600 Travis Street,
Suite 1150, Houston, Texas  77002 and at any other time at such other address as
the Trustee may designate from time to time by notice to the Holders.

     "Credit Facilities" means, one or more debt agreements, including without
limitation, commercial paper facilities, in each case with banks or other
institutional lenders, providing for revolving credit loans, term loans 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.  The
term "Credit Facilities" shall include the Revolving Credit Facility, but shall
exclude any other Senior Debt Agreements.

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

                                       9
<PAGE>

     "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.

     "Defaulted Interest" has the meaning specified in Section 2.11.

     "Definitive Securities" means certificated Securities that are in the form
of the Securities set forth in Article 2 hereof, that do not include the
information called for by Section 2.05(g)(ii).

     "Depository" means The Depository Trust Company, its nominees and their
respective successors.

     "Designated Senior Debt" means

     (1) any Obligations outstanding from time to time under the Senior Debt
         Agreements; and

     (2) any other Senior Debt permitted under this Indenture the principal
         amount of which is $50.0 million or more and that has been designated
         by the Company as "Designated Senior Debt."

     "Designated Guarantor Senior Debt" of any Guarantor means

     (1) any Obligations outstanding from time to time under the Senior Debt
         Agreements; and

     (2) any other Guarantor Senior Debt permitted under this Indenture the
         principal amount of which is $50.0 million or more and that has been
         designated by such Guarantor as "Designated Guarantor Senior Debt."

     "Disinterested Director" means, as used with reference to Section 9.10, a
member of the Board of Directors who does not have any material direct or
indirect financial interest (other than an interest arising solely from the
beneficial ownership of  Capital Stock of the Company) in or with respect to the
particular transaction or series of transactions, if any, that is subject to
approval by a majority of the Disinterested Directors pursuant to such covenant.

     "Disposition" means, with respect to any Person, any merger, consolidation
or other business combination involving such Person (whether or not such Person
is the Surviving Person) or the sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of such Person's assets.

     "Disqualified Stock" means any Capital Stock of the Company that, by its
terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable, in each case at the

                                       10
<PAGE>

option of the holder thereof), 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.
Notwithstanding the preceding sentence, any Capital Stock that would constitute
Disqualified Stock solely because the holders thereof have the right to require
the Company to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale shall not constitute Disqualified Stock if the terms of
such Capital Stock provide that the Company may not repurchase or redeem any
such Capital Stock pursuant to such provisions unless such repurchase or
redemption complies with Section 9.08.

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

     "Event of Default" has the meaning as specified in Section 4.01.

     "Excess Proceeds" has the meaning as specified in Section 9.14.

     "Exchange Act" means the Securities Exchange Act of 1934 and any statute
successor thereto, in each case as amended from time to time.

     "Exchange Notes" has the meaning as specified in the recitals to this
Indenture.

     "Exchange Offer" means the offer that may be made by the Company pursuant
to the Registration Rights Agreement to exchange Initial Notes for Exchange
Notes.

     "Existing Indebtedness" means any outstanding Indebtedness of the Company
and its Subsidiaries as of the Issue Date after giving effect to the use of
proceeds of the Offering.

     "Fixed Charges" of any Person means, for any period, the sum, without
duplication, of (1) consolidated Interest Expense of such Person and its
Restricted Subsidiaries, plus (2) all but the principal component of rentals in
respect of consolidated Capitalized Lease Obligations of such Person and its
Restricted Subsidiaries paid, accrued or scheduled to be paid or accrued by such
Person and its Restricted Subsidiaries during such period, and determined in
accordance with GAAP plus (3) all dividends paid or accrued (excluding items
eliminated in consolidation) on any series of preferred stock of such Person.

     For purposes of this definition:

          (a) interest on Indebtedness which accrues on a fluctuating basis for
              periods succeeding the date of determination shall be deemed to
              accrue at a rate equal

                                       11
<PAGE>

              to the average daily rate of interest in effect during such
              immediately preceding quarter,

          (b) interest on a Capitalized Lease Obligation shall be deemed to
              accrue at an interest rate reasonably determined in good faith by
              the chief financial officer, treasurer or controller of such
              Person to be the rate of interest implicit in such Capitalized
              Lease Obligation in accordance with GAAP (including Statement of
              Financial Accounting Standards No. 13 of the Financial Accounting
              Standards Board),

          (c) in making such computation, the consolidated Interest Expense
              attributable to interest on any Indebtedness under a revolving
              credit facility shall be com puted based upon the average daily
              balance of such Indebtedness during the applicable period,
              provided, that such average daily balance shall be reduced by the
              amount of any repayment of Indebtedness under a revolving credit
              facility during the applicable period, which repayment permanently
              reduced the commitments or amounts available to be reborrowed
              under such facility, and

          (d) notwithstanding clauses (a) and (b) of this proviso, interest on
              Indebtedness determined on a fluctuating basis, to the extent such
              interest is covered by agreements relating to interest rate
              protection agreements, shall be deemed to have accrued at the rate
              per annum resulting after giving effect to the operation of such
              agreements.

     "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 on the Issue Date.

     "Global Security Legend" means the legend set forth in Section 2.05(g)(ii),
which is required to be placed on all Global Securities issued under this
Indenture.

     "Global Security" has the meaning specified in Section 2.01(b).

     "Government Securities" means securities that are (1) direct obligations of
the United States of America for the timely payment of which its full faith and
credit is pledged or (2) 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

                                       12
<PAGE>

defined in Section 2(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, however, 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, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of Indebtedness.

     "Guarantor Senior Debt" with respect to a Guarantor means:

     (1) all Indebtedness outstanding under the Senior Debt Agreements
         (including interest after the commencement of any bankruptcy or
         insolvency proceeding at the rate specified in the applicable Senior
         Debt Agreement) and all Hedging Obligations with respect thereto;

     (2) any other Indebtedness permitted to be incurred by such Guarantor under
         the terms of this Indenture, unless the instrument under which such
         Indebtedness is incurred expressly provides that it is on a parity with
         the Subsidiary Guarantee or subordinated in right of payment to the
         Subsidiary Guarantee or any other Indebtedness of such Guarantor; and

     (3) all Obligations with respect to the items listed in the preceding
         clauses (1) and (2).

     Notwithstanding anything to the contrary in the preceding, Guarantor Senior
Debt will not include:

     (1) any liability for federal, state, local or other taxes owed or owing by
         such Guarantor;

     (2) any Indebtedness of such Guarantor to the Company or any of the
         Company's Subsidiaries or other Affiliates;

     (3) any trade payables;

     (4) any Indebtedness that is incurred in violation of this Indenture;

     (5) any Indebtedness represented by preferred stock; or

                                       13
<PAGE>

     (6) any Indebtedness evidenced by the Subsidiary Guarantees.

     "Guarantors" means each of:

     (1) Lance Oil & Gas Company, Inc., MIGC, Inc., Mountain Gas Resources,
         Inc., Pinnacle Gas Treating, Inc., Western Gas Resources - Texas, Inc.,
         Western Gas Resources-Oklahoma, Inc., Western Gas Wyoming, L.L.C.; and

     (2) any other Subsidiary of the Company that executes a Subsidiary
         Guarantee in accordance with the provisions of this Indenture;

and their respective successors and assigns.

     "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

     (1) interest rate swap agreements, interest rate cap agreements, interest
         rate collar agreements, futures contracts, forward contracts, options
         contracts, hedges and other derivative contracts and similar
         arrangements;

     (2) other agreements or arrangements designed to protect such Person
         against fluctuations in interest rates;

     (3) agreements or arrangements designed to protect such person against
         exchange rate risk with respect to any agreement or indebtedness of
         such Person payable in a currency other than U.S. dollars; and

     (4) agreements or arrangements designed to protect such person against
         commodities risk relating to commodities agreements, entered into in
         the ordinary course of business by the Company and its Restricted
         Subsidiaries.

     "Holder" means the Person in whose name a Security is registered in the
Security Register.

     "IAI" means an institution that is an "accredited investor" as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who is not also a QIB.

     "IAI Global Security" means the Global Security in the form of Exhibit A
hereto bearing the Global Security Legend and the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depository or
its nominee and that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold to IAIs.

                                       14
<PAGE>

     "Indebtedness" means, with respect to any Person, without duplication,

     (1) all liabilities of such Person for borrowed money or for the deferred
         purchase price of property or services, excluding any trade accounts
         payable and other accrued current liabilities incurred in the ordinary
         course of business, but including, without limitation, all obligations,
         contingent or otherwise, of such Person in connection with any letters
         of credit, bankers' acceptance or other similar credit transaction,

     (2) all obligations of such Person evidenced by bonds, notes, debentures or
         other similar instruments,

     (3) all Indebtedness of such Person created or arising under any
         conditional sale or other title retention agreement with respect to
         property acquired by such Person (even if the rights and remedies of
         the seller or lender under such agreement in the event of default are
         limited to repossession or sale of such property), but excluding trade
         accounts payable arising in the ordinary course of business,

     (4) all Capitalized Lease Obligations of such Person,

     (5) the Attributable Debt (in excess of any related Capitalized Lease
         Obligations) related to any Sale/Leaseback Transaction of such Person,

     (6) all Indebtedness referred to in the preceding clauses of other Persons,
         the payment of which is secured by (or for which the holder of such
         Indebtedness has an existing right, contingent or otherwise, to be
         secured) any Lien upon property (including, without limitation,
         accounts and contract rights) owned by such Person, even though such
         Person has not assumed or become liable for the payment of such
         Indebtedness (the amount of such obligation being deemed to be the
         lesser of the value of such property or asset or the amount of the
         obligation so secured),

     (7) all guarantees by such Person of Indebtedness referred to in this
         definition (including, with respect to any Production Payment, any
         warranties or guarantees of production or payment by such Person with
         respect to such Production Payment but excluding other contractual
         obligations of such Person with respect to such Production Payment),

     (8) all Disqualified Stock of such Person valued at the greater of its
         voluntary or involuntary maximum fixed repurchase price plus accrued
         dividends,

     (9) all obligations of such Person under or in respect of Hedging
         Obligations, and

                                       15
<PAGE>

     (10)any amendment, supplement, modification, deferral, renewal, extension
         or refunding of any liability of such Person of the types referred to
         in clauses (1) through (9) above,

if, and to the extent, any of the foregoing would appear as a liability upon a
balance sheet of such Person prepared in accordance with GAAP.

For purposes hereof, the "maximum fixed repurchase price" of any Disqualified
Stock which does not have a fixed repurchase price shall be calculated in
accordance with the terms of such Disqualified Stock as if such Disqualified
Stock were purchased on any date on which Indebtedness shall be required to be
determined pursuant to this Indenture, and if such price is based upon, or
measured by, the fair market value of such Disqualified Stock, such fair market
value to be determined in the good faith judgment of the Board of Directors of
the issuer of such Disqualified Stock, provided, however, that if such
Disqualified Stock is not at the date of determination permitted or required to
be repurchased, the "maximum fixed repurchase price" shall be the book value of
such Disqualified Stock.  Subject to clause (7) of the first sentence of this
definition, neither Dollar-Denominated Production Payments nor Volumetric
Production Payments shall be deemed to be Indebtedness.

     The amount of any Indebtedness outstanding as of any date shall be:

     (1) the accreted value thereof, in the case of any Indebtedness issued with
         original issue discount; and

     (2) the principal amount thereof, together with any interest thereon that
         is more than 30 days past due, in the case of any other Indebtedness.

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for
all purposes of this instrument, and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this instrument and any such supplemental indenture, respectively.

     "Indirect Participant" means a Person who holds a beneficial interest in a
Global Security through a Participant.

     "Initial Notes" has the meaning specified in the recitals to this
Indenture.

     "Initial Purchaser" means an entity that purchases Securities directly from
the Company on the Issue Date.

                                       16
<PAGE>

     "Interest Expense" of any Person means, for any period, the aggregate
amount of interest expense of such Person (including without limitation or
duplication (1) amortization of debt issuance expense, (2) amortization of
original issue discount on any Indebtedness and (3) the interest portion of any
deferred payment obligation, all commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers acceptance financings
and the net cost under Hedging Obligations) paid, accrued or scheduled to be
paid or accrued by such Person during such period, in each case determined in
accordance with GAAP.

     "Interest Payment Date" means the date or dates set forth on the face of
the Security, or if any such day is not a Business Day, on the next succeeding
Business Day.

     "Investment" means, with respect to any Person, any direct or indirect
advance, loan, guarantee of Indebtedness or other extension of credit or capital
contribution to (by means of any transfer of cash or other property or assets to
others or any payment for property, assets or services for the account or use of
others), or any purchase or acquisition by such Person of any Capital Stock,
bonds, notes, debentures or other securities (including derivatives) or
evidences of Indebtedness issued by, any other Person (excluding commission,
payroll, travel, employee transfer assistance loans and similar loans and
advances to directors, officers, employees, consultants and stockholders made in
the ordinary course of business).  In addition, the fair market value of the net
assets of any Restricted Subsidiary at the time that such Restricted Subsidiary
is designated an Unrestricted Subsidiary shall be deemed to be an "Investment"
made by the Company in such Unrestricted Subsidiary at such time.  "Investments"
shall exclude (1) extensions of trade credit in the ordinary course of business,
(2) Hedging Obligations entered into in the ordinary course of business or as
required by any Permitted Indebtedness or any Indebtedness incurred in
compliance with Section 9.11, and (3) bonds, notes, debentures or other
securities received in compliance with Section 9.14.

     "Issue Date" means the date Notes are first issued under this Indenture.

     "Letter of Transmittal" means the letter of transmittal to be prepared by
the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

     "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind (except for taxes not yet
owing) 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.

     "Maturity" means, with respect to any Notes, the date on which the
principal of such Notes becomes due and payable as provided herein, whether at
the Stated Maturity or by declaration of acceleration, call for redemption or
otherwise.

                                       17

<PAGE>

     "Moody's" means Moody's Investors Service, Inc. and its successors.

     "Net Available Proceeds" means cash or readily marketable Cash Equivalents
received by the Company or any of its Restricted Subsidiaries in respect of an
Asset Disposition (including by way of sale or discounting of a note,
installment receivable or other receivable, but excluding any other
consideration received in the form of assumption by the acquiree of Indebtedness
or other obligations relating to such properties or assets or received in any
other noncash form) net of (1) all legal and accounting expenses, commissions,
investment banking fees and other fees and expenses incurred and all federal,
state, provincial, foreign and local taxes paid or payable or required to be
accrued as a liability as a consequence of such transaction, and (2) all
payments made by such Person or its Restricted Subsidiaries on any Indebtedness
which must, in order to obtain a necessary consent to such transaction or by
applicable law, be repaid out of the proceeds from such transaction.

     "Non-Recourse Debt" means Indebtedness:

     (1) 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;

     (2) no default with respect to which (including any rights that the holders
         thereof may have to take enforcement action against any Unrestricted
         Subsidiary) would permit upon notice, lapse of time or both any holder
         of any other Indebtedness (other than the Notes) 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

     (3) 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.

     "Non-U.S. Person" means a Person who is not a U.S. Person.

     "Notes" means the Initial Notes and Exchange Notes issued under this
Indenture.

     "Obligations" means any principal (and premium, if any), interest, letter
of credit deposits and reimbursements, penalties, fees, indemnifications,
reimbursements, costs, expenses, yield maintenance amounts, damages and all
other liabilities payable under the documentation governing any Indebtedness.

     "Offer" means an Asset Disposition Offer or a Change of Control Offer.

     "Offer Amount" has the meaning specified in Section 10.09 hereof.

                                       18

<PAGE>

     "Offer Period" has the meaning specified in Section 10.09 hereof.

     "Offering" means the offering by the Company of $155 million of Notes.

     "Officer" means the Chairman of the Board, the Chief Executive Officer, the
Chief Financial Officer, the President, any Vice President, the Treasurer, any
Assistant Treasurer, the Secretary or any Assistant Secretary of the Company (or
Guarantor, if applicable).

     "Officers' Certificate" means a certificate delivered to the Trustee signed
by any two of the Chairman of the Board, Chief Executive Officer, the President,
a Vice President, the Chief Financial Officer or the Treasurer of the Company
(or Guarantor, if applicable).

     "Opinion of Counsel" means a written opinion of legal counsel for the
Company (or any Guarantor, if applicable) including an employee of the Company
(or any Guarantor, if applicable), who is reasonably acceptable to the Trustee.

     "Outstanding," when used with respect to Securities, means, as of the date
of determination, all Securities theretofore authenticated and delivered under
this Indenture, except:

     (1) Securities theretofore canceled by the Trustee or delivered to the
         Trustee for cancellation;

     (2) Securities for whose payment or redemption money in the necessary
         amount has been theretofore deposited with the Trustee or any Paying
         Agent (other than the Company) in trust or set aside and segregated in
         trust by the Company (if the Company shall act as its own Paying Agent)
         for the Holders of such Securities; provided that, if such Securities
         are to be redeemed, notice of such redemption has been duly given
         pursuant to this Indenture or provision therefor satisfactory to the
         Trustee has been made; and

     (3) Securities which have been replaced pursuant to Section 2.06 or in
         exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands such Securities are valid
         obligations of the Company; provided, however, that in determining
         whether the Holders of the requisite principal amount of the
         Outstanding Securities have given any request, demand, authorization,
         direction, notice, consent or waiver hereunder, Securities owned by the
         Company or any other obligor upon the Securities or any Affiliate of
         the Company or of such other obligor shall be disregarded and deemed
         not to be Outstanding, except that, in determining whether the Trustee
         shall be protected in relying upon any such request, demand,
         authorization, direction, notice, consent or

                                       19
<PAGE>

         waiver, only Securities which a Responsible Officer of the Trustee
         actually knows to be so owned shall be so disregarded. Securities so
         owned which have been pledged in good faith may be regarded as
         Outstanding if the pledgee establishes to the satisfaction of the
         Trustee the pledgee's right so to act with respect to such Securities
         and that the pledgee is not the Company or any other obligor upon the
         Securities or any Affiliate of the Company or of such other obligor.

     "Participant" means, with respect to the Depository, a Person who has an
account with the Depository.

     "Paying Agent" means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the
Company. The Company initially appoints the Trustee as Paying Agent.

     "Permitted Business Investments" means Investments in a Person of a nature
that is or shall become customary in the Principal Business as a means of
actively exploiting, exploring for, acquiring, developing, processing,
gathering, treating, marketing or transporting oil, gas and natural gas liquids
through agreements, transactions, interests or arrangements which permit one to
share risks or costs, comply with regulatory requirements regarding local
ownership or satisfy other objectives customarily achieved through the conduct
of the Principal Business jointly with third parties, including without
limitation,

     (1) ownership interests in oil and gas properties, processing facilities,
         gathering systems or ancillary real property interests, and

     (2) Investments in the form of or pursuant to operating agreements,
         processing agreements, farm-in agreements, farm-out agreements,
         development agreements, area of mutual interest agreements, utilization
         agreements, pooling agreements, joint bidding agreements, service
         contracts, joint venture agreements, partnership agreements,
         subscription agreements, stock purchase agreements and other similar
         agreements with third parties,

provided that with respect to such Investment

     (1) the investing Person receives and maintains at least 50% of the Voting
         Stock in such Person and is allocated and continues to receive at least
         50% of the profits, losses and distributions of such Person,

     (2) the Person in which the Investment is made shall not, directly or
         indirectly, create, incur, issue, assume, guarantee or otherwise become
         directly or indirectly liable, contingently or otherwise, with respect
         to any Indebtedness (including Acquired Debt),

                                       20
<PAGE>

     (3) the Person in which the Investment is made shall not, directly or
         indirectly, create or permit to exist or become effective any
         consensual encumbrance or restriction on the ability of such Person to

          (a) pay dividends, in cash or otherwise, or make any other
              distributions on its Capital Stock or pay any Indebtedness owed to
              holders of its Capital Stock,

          (b) make loans or advances to holders of its Capital Stock, or

          (c) transfer any of its properties or assets to holders of its Capital
              Stock, and

     (4) such Investment, when aggregated with all other outstanding or existing
         Permitted Business Investments at the time of such Investment, does not
         exceed 30% of Total Assets. All Permitted Business Investments will be
         valued at their fair market value at the time of such classification as
         determined in the good faith judgment of the Board of Directors.

     Notwithstanding the above, the restrictions set forth in clause (3) above
will not apply to encumbrances or restrictions existing under or by reason of:

          (1) applicable laws, rules, regulations and/or orders;

          (2) customary non-assignment provisions in leases entered into in the
              ordinary course of business and consistent with past practices; or

          (3) any merger agreements, stock purchase agreements, asset sale
              agreements and similar agreements limiting the transfer of
              properties and assets or distributions pending consummation of the
              subject transactions; provided, that all of the consideration
              received in such transaction is in the form of cash or Cash
              Equivalents (which shall include any securities, notes or other
              obligations received from the transferee that are converted into
              cash or Cash Equivalents within 120 days of the consummation of
              such transaction), and the consideration shall be deemed to be Net
              Available Proceeds and applied in accordance with Section 9.14.

     "Permitted Indebtedness" has the meaning ascribed to it in Section 9.11.

     "Permitted Investments" means:

     (1) any Investment in the Company or in a Restricted Subsidiary of the
         Company;

     (2) any Investment in Cash Equivalents;

                                       21
<PAGE>

     (3) any Investment by the Company or any Restricted Subsidiary of the
         Company in a Person, if as a result of such Investment:

          (a) such Person becomes a Restricted Subsidiary of the Company; or

          (b) such Person is merged, consolidated or amalgamated with or into,
              or transfers or conveys substantially all of its assets to, or is
              liquidated into, the Company or a Restricted Subsidiary of the
              Company;

     (4) any Investment made as a result of the receipt of non-cash
         consideration from an Asset Disposition that was made pursuant to and
         in compliance with Section 9.14;

     (5) any acquisition of assets solely in exchange for the issuance of
         Capital Stock (other than Disqualified Stock) of the Company;

     (6) Permitted Business Investments;

     (7) entry into any arrangement pursuant to which the Company or any of its
         Restricted Subsidiaries may incur Hedging Obligations;

     (8) loans or advances to officers, directors or employees of the Company or
         any Subsidiary of the Company for purposes of purchasing the Company's
         Common Stock in an aggregate amount outstanding at any one time not to
         exceed $5.0 million and other loans and advances (including without
         limitation loans for relocation costs) to such officers, directors or
         employees in the ordinary course of business of the Company or its
         Restricted Subsidiaries;

     (9) stock, obligations or securities received in settlement of debts
         created in the ordinary course of business and owing to the Company or
         any of its Restricted Subsidiaries or in satisfaction of judgments or
         claims;

     (10)Investments in connection with pledges, deposits, payments or
         performance bonds made or given in the ordinary course of business in
         connection with or to secure statutory, regulatory or similar
         obligations, including obligations under health, safety or
         environmental obligations; and

     (11)Investments in securities of trade creditors or customers received in
         settlement of obligations or pursuant to any plan of reorganization or
         similar arrangement upon the bankruptcy or insolvency of such trade
         creditors of customers.

     "Permitted Junior Securities" means Capital Stock (and all warrants,
options or other rights to acquire Capital Stock) of the Company or debt
securities that are subordinated to the Notes (and

                                       22
<PAGE>

any debt securities issued in exchange for Senior Debt) to substantially the
same extent as, or to a greater extent than, the Notes are subordinated to
Senior Debt pursuant to this Indenture.

     "Permitted Liens" means the following types of Liens:

     (1) Liens existing as of the Issue Date;

     (2) Liens, if any, securing the Notes;

     (3) Liens in favor of the Company or a Restricted Subsidiary;

     (4) Liens securing Senior Debt or Guarantor Senior Debt;

     (5) Liens for taxes, assessments and governmental charges or claims are
         either (a) not delinquent or (b) being contested in good faith by
         appropriate proceedings and as to which the Company or a Restricted
         Subsidiary of the Company shall have set aside on its books such
         reserves or provisions, if any, as may be required pursuant to GAAP;

     (6) statutory Liens of landlords and Liens of carriers, warehousemen,
         mechanics, suppliers, materialmen, repairmen that are either (a) Liens
         imposed by law incurred in the ordinary course of business for sums not
         delinquent or (b) are being contested in good faith, if in the case of
         this clause (b), the Company or a Restricted Subsidiary shall have set
         aside on its books such reserves or provisions, if any, as may be
         required pursuant to GAAP;

     (7) Liens incurred and deposits made in the ordinary course of business in
         connection with workers' compensation, unemployment insurance and other
         types of social security, and Liens incurred and deposits made to
         secure the payment or performance of tenders, statutory or regulatory
         obligations, surety and appeal bonds, leases, government contracts and
         leases, trade contracts (other than to secure an obligation for
         borrowed money), performance and return of money bonds and other
         similar obligations (exclusive of obligations for the payment of
         borrowed money but including lessee and operator obligations under
         statutes, governmental regulations or instruments related to the
         ownership, exploration and production of oil, gas and minerals on
         state, federal or foreign lands or waters);

     (8) pre-judgment Liens and judgment Liens not giving rise to an Event of
         Default so long as any appropriate legal proceedings which may have
         been duly initiated for the review of such judgment shall not have been
         finally terminated or the period within which such proceedings may be
         initiated shall not have expired;

                                       23
<PAGE>

     (9) any interest or title of a lessor under any lease whether or not
         characterized as a capital or operating lease;

     (10)Liens resulting from the deposit of funds or evidences of Indebtedness
         in trust for the purpose of defeasing Indebtedness of the Company or
         any of its Subsidiaries; customary Liens for the fees, costs and
         expenses of trustees and escrow agents pursuant to this indenture,
         escrow agreement or other similar agreement establishing such trust or
         escrow arrangement; and Liens pursuant to merger agreements, stock
         purchase agreements, asset sale agreements and similar agreements (a)
         limiting the transfer of properties and assets pending consummation of
         the subject transaction or (b) in respect of earnest money deposits,
         good faith deposits, purchase price adjustment escrows or similar
         deposits or escrow arrangements made or established thereunder;

     (11)Liens securing any Hedging Obligations of the Company or any Restricted
         Subsidiary;

     (12)Liens securing reimbursement obligations with respect to letters of
         credit which encumber documents and other property relating to such
         letters of credit and products and proceeds thereof;

     (13)Liens encumbering property or assets under construction arising from
         progress or partial payments by a customer of the Company or its
         Restricted Subsidiaries relating to such property or assets and Liens
         to secure Indebtedness used to finance all or a part of the
         construction of property or assets used by the Company or any of its
         Restricted Subsidiaries in their Principal Business; provided, that
         such Liens do not extend to any other property or assets owned by the
         Company or its Restricted Subsidiaries;

     (14)Liens on, or related to, properties or assets to secure all or part of
         the costs incurred in the ordinary course of business for the
         exploration, drilling, development or operation thereof;

     (15)Liens on pipeline or pipeline facilities which arise out of operation
         of law;

     (16)Liens arising under operating agreements, joint venture agreements,
         partnership agreements, oil and gas leases, farm-out agreements,
         division orders, contracts for the sale, purchase, transportation,
         processing or exchange of oil, gas or other hydrocarbons, unitization
         and pooling declarations and agreements, area of mutual interest
         agreements, development agreements, joint ownership arrangements and
         other agreements which are customary in the Principal Business other
         than any Indebtedness with respect to a Permitted Business Investment;

                                       24
<PAGE>

     (17)Liens constituting survey exceptions, encumbrances, easements, or
         reservations of, or right to others for, rights-of-way, zoning
         restrictions and other similar charges and encumbrances as to the use
         of real properties, and minor defects of title which, in the case of
         any of the foregoing, were not incurred or created to secure the
         payment of borrowed money or the deferred purchase price of property,
         assets or services, and in the aggregate do not interfere in any
         material respect with the ordinary conduct of the business of the
         Company or its Restricted Subsidiaries;

     (18)rights reserved to or vested in any municipality or governmental,
         statutory or public authority by the terms of any right, power,
         franchise, grant, license or permit, or by any provision of law, to
         terminate such right, power, franchise, grant, license or permit or to
         purchase, condemn, expropriate or recapture or to designate a purchaser
         of any of the property of such Person; rights reserved to or vested in
         any municipality or governmental, statutory or public authority to
         control or regulate any property of such Person, or to use such
         property in a manner which does not materially impair the use of such
         property for the purposes for which it is held by such Person; any
         obligation or duties affecting the property of such Person to any
         municipality or governmental, statutory or public authority with
         respect to any franchise, grant, license or permit;

     (19)Liens securing Non-Recourse Debt; provided, however, that the related
         Non-Recourse Debt shall not be secured by any property or assets of the
         Company or any Restricted Subsidiary other than the property and assets
         acquired by the Company or such Restricted Subsidiary of the Company
         with the proceeds of such Non-Recourse Debt;

     (20)Liens on property of a Person existing at the time such Person is
         merged with or into or consolidated with the Company or any Guarantor;
         provided that such Liens were in existence prior to the contemplation
         of such merger or consolidation and do not extend to any assets other
         than those of the Person merged into or consolidated with the Company
         or the Guarantor;

     (21)Liens on property existing at the time of acquisition thereof by the
         Company or any Guarantor, provided that such Liens were in existence
         prior to the contemplation of such acquisition;

     (22)Liens securing Permitted Refinancing Indebtedness incurred to extend,
         refinance, renew, replace, defease or refund secured Indebtedness where
         both the Liens securing the Indebtedness being refinanced were
         permitted under this Indenture and the Liens securing the Permitted
         Refinancing Indebtedness only encumber assets and properties encumbered
         under Liens securing the Indebtedness so extended, refinanced, renewed,
         replaced, deferred or refunded; and

                                       25
<PAGE>

     (23)Liens arising out of the refinancing, extension, renewal or refunding
         of any Indebtedness permitted by this Indenture that is secured by any
         Lien permitted by (1) through (22) above.

Notwithstanding anything in clauses (1) through (23) 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 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.

     "Permitted Junior Securities" means Capital Stock (and all warrants,
options or other rights to acquire Capital Stock) in the Company or debt
securities that are subordinated to Senior Debt (and any debt securities issued
in exchange for Senior Debt) to substantially the same extent as, or to a
greater extent than, the Securities are subordinated to Senior Debt pursuant to
this Indenture.

     "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
(other than intercompany Indebtedness); provided that:

     (1) the principal amount (or accreted value or liquidation value, if
         applicable) of such Permitted Refinancing Indebtedness does not exceed
         the principal amount of (or accreted value or liquidation value, if
         applicable), plus accrued interest and accumulated dividends on, the
         Indebtedness so extended, refinanced, renewed, replaced, defeased or
         refunded (plus the amount of expenses, costs or premiums incurred in
         connection therewith);

     (2) such Permitted Refinancing Indebtedness has a final maturity date that
         is the same as 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;

     (3) 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 that
         is the same as or later than the final maturity date of, and is
         subordinated in right of payment to, the Notes on terms at least as
         favorable, in all material respects, taken as a whole (as determined in
         the good faith judgment of the Board of Directors of the Company or a
         Restricted Subsidiary of the Company, as the case may be), to the
         Holders of Notes as those contained in the documentation governing the
         Indebtedness being extended, refinanced, renewed, replaced, defeased or
         refunded;

                                       26
<PAGE>

     (4) such Indebtedness is incurred or issued either by the Company or by the
         Restricted Subsidiary which is the obligor on or issuer of the
         Indebtedness being extended, refinanced, renewed, replaced, defeased or
         refunded; and

     (5) if the Indebtedness being extended, refinanced, renewed, replaced,
         defeased or refunded provided for payment or accrual of interest or
         dividends on a non-cash basis, then such Indebtedness contains
         provisions allowing for the payment or accrual of interest and
         dividends on comparable terms.

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

     "Place of Payment" has the meaning specified in the third paragraph of
Exhibit A attached hereto.

     "Principal Business" means

     (1) the gathering, marketing, treating, processing, storage, selling and
         transporting of any natural gas and its components including NGLs,

     (2) any business relating to or arising from acquisition, development,
         production, treatment, processing, storage, refining, transportation,
         distribution or marketing of oil, gas, electricity and other minerals
         and products produced in association therewith,

     (3) the acquisition, exploration, exploitation, development, operation and
         disposition of interests in oil, gas and other hydrocarbon properties,
         and

     (4) any activity necessary, appropriate or incidental to the activities
         described in the foregoing clauses (1) through (3) of this definition.

     "Principals" means any of Brion Wise, Walter Stonehocker, Ward Sauvage,
Dean Phillips and Bill Sanderson.

     "Private Placement Legend" means the legend set forth in Section 2.05(g)(i)
to be placed on all Initial Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

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

                                       27
<PAGE>

     "Public Equity Offering" means any underwritten public offering of Capital
Stock of the Company pursuant to a registration statement (other than a Form S-8
or any other form relating to securities under any employee benefit plan of the
Company) that is declared effective by the Commission after the Issue Date in
which the gross proceeds to the Company are at least $20.0 million.

     "Purchase Date" means the date of purchase with respect to any Offer.

     "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

     "Quarter" means a fiscal quarterly period of the Company.

     "Redemption Date," when used with respect to any Note to be redeemed, means
the date fixed for such redemption by or pursuant to this Indenture.

     "Redemption Price," when used with respect to any Note to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.

     "Registration Rights Agreement" means the Exchange and Registration Rights
Agreement, dated as of the Issue Date, by and among the Company and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time.

     "Regulation S" means Regulation S promulgated under the Securities Act.

     "Regulation S Global Security" means a global security in the form of
Exhibit A hereto bearing the Global Security Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
Depository or its nominee, and issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 903 of Regulation S.

     "Required Filing Dates" has the meaning specified in Section 6.03.

     "Required Holders" means, with respect to any series of Designated Senior
Debt or Designated Guarantor Senior Debt, at any time the holders of the
required percentage of the aggregate principal amount outstanding as specified
in the Senior Debt Agreements or other Designated Senior Debt (or Designated
Guarantor Senior Debt) instruments relating thereto.

     "Representative" means, (i) with respect to any Designated Senior Debt or
any Designated Guarantor Senior Debt, any trustee, agent or representative
expressly authorized to act in such capacity by the Required Holders therefor or
if no such trustee, agent or representative has been so authorized, the Required
Holders of such Designated Senior Debt or Designated Guarantor Senior Debt or
(ii) with respect to any other Senior Debt or Guarantor Senior Debt the agent or

                                       28

<PAGE>

representative expressly authorized to act in such capacity by the holders of
that Senior Debt or Guarantor Senior Debt.

     "Responsible Officer" means, when used with respect to the Trustee, any
officer within the Corporate Trust Office, including any Vice President,
Managing Director, Assistant Vice President, Corporate Trust Officer, Assistant
Corporate Trust Officer, Secretary, Assistant Secretary or Assistant Treasurer
or any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge and familiarity with the particular subject.

     "Restricted Definitive Security" means a Definitive Security bearing the
Private Placement Legend.

     "Restricted Global Security" means a Global Security bearing the Private
Placement Legend.

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

     "Restricted Payment" has the meaning specified in Section 9.08 hereof.

     "Restricted Period" means the 40-day restricted period as defined in
Regulation S.

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

     "Revolving Credit Facility" means the Loan Agreement, dated April 29, 1999,
by and among the Company and Nationsbank, N.A., as agent, and the lender parties
thereto, as amended and restated from time to time, and all notes, guarantees,
collateral documents and other instruments and agreements executed and delivered
pursuant thereto, as amended and restated from time to time.

     "Rule 144" means Rule 144 under the Securities Act.

     "Rule 144A" means Rule 144A under the Securities Act.

     "S&P" means Standard & Poor's Rating Services and its successors.

     "Sale/Leaseback Transaction" means, with respect to any Person, any direct
or indirect arrangements pursuant to which properties or assets are sold or
transferred by such Person or a Subsidiary of such Person and are thereafter
leased back from the purchaser or transferee by such Person or one of its
Subsidiaries; provided, however, Sale/Leaseback Transactions shall not include
transactions whereby property or assets are sold or transferred by the Company
or any of its Restricted Subsidiaries to any Affiliate of the Company or
pursuant to any Permitted Investment

                                       29

<PAGE>

constituting a joint ownership arrangement, which property or assets are leased
back, directly or indirectly, to the Company, any Affiliate of the Company or to
the constituent parties to any such joint venture arrangement.

     "Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.

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

     "Security Custodian" means the Trustee, as custodian with respect to the
Global Securities, or any successor entity thereto.

     "Security Register" and "Security Registrar" have the respective meanings
specified in Section 9.02.

     "Senior Debt" when used with respect to the Company means:

     (1) all Indebtedness outstanding under the Senior Debt Agreements
         (including interest after the commencement of any bankruptcy or
         insolvency proceeding at the rate specified in the applicable Senior
         Debt Agreement) and all Hedging Obligations with respect thereto;

     (2) any other Indebtedness permitted to be incurred by the Company under
         the terms of this Indenture, unless the instrument under which such
         Indebtedness is incurred expressly provides that it is on a parity with
         the Notes or subordinated in right of payment to the Notes or any other
         Indebtedness of the Company; and

     (3) all Obligations with respect to the items listed in the preceding
         clauses (1) and (2).

     Notwithstanding anything to the contrary in the preceding, Senior Debt will
not include:

     (1) any liability for federal, state, local or other taxes owed or owing by
         the Company;

     (2) any Indebtedness of the Company to any of its Subsidiaries or other
         Affiliates;

     (3) any trade payables;

     (4) any Indebtedness that is incurred in violation of this Indenture;

     (5) any Indebtedness represented by preferred stock; or

     (6) any Indebtedness evidenced by the Notes.

                                       30
<PAGE>

     Any purchaser of Senior Debt incurred after the date of this Indenture
shall be entitled to rely on a certificate of the Company's Chief Financial
Officer that the Senior Debt has been incurred in accordance with the covenant
contained under Section 9.11 in order to qualify as Senior Debt.

     "Senior Debt Agreements" means, collectively:

     (1) the Loan Agreement, dated April 29, 1999, by and among the Company and
         NationsBank, N.A., as agent, and the lender parties thereto, as amended
         and restated from time to time, and all notes, guarantees, collateral
         documents and other instruments and agreements executed and delivered
         pursuant thereto, as amended and restated from time to time;

     (2) the Second Amended and Restated Master Shelf Agreement, dated as of
         December 19, 1991, by and between the Company and The Prudential
         Insurance Company of America, as amended and restated from time to
         time, and all notes, guarantees, collateral documents and other
         instruments and agreements executed and delivered pursuant thereto, as
         amended and restated from time to time; and

     (3) the Amended and Restated Note Purchase Agreement, dated as of April 28,
         1999, by and among the Company, American General Life Insurance Company
         and the other note purchasers party thereto, as amended and restated
         from time to time, and all notes, guarantees, collateral documents and
         other instruments and agreements executed and delivered pursuant
         thereto, as amended and restated from time to time.

     "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, as such Regulation is in effect on the date
hereof.

     "Special Interest" means any additional interest on the Notes that is
required to be paid to the holders of the Notes under the terms of the
Registration Rights Agreement.

     "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

     "Subsidiary" means, with respect to any Person:

     (1) any corporation, association or other business entity of which more
         than 50% of the Voting Stock is at the time owned or controlled,
         directly or indirectly, by such Person

                                       31
<PAGE>

         or one or more of the other Subsidiaries of that Person (or a
         combination thereof); and

     (2) 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).

     Notwithstanding the foregoing, any Person invested in or created as a
result of a Permitted Business Investment by the Company or any of its
Subsidiaries shall be deemed to be a Subsidiary for purposes of this Indenture.

     "Subsidiary Guarantee" means the Guarantees of the Notes and all
Obligations of the Company thereunder by the Guarantors.

     "Surviving Person" means, with respect to any Person involved in or that
makes any Disposition, the Person formed by or surviving such Disposition or the
Person to which such Disposition is made.

     "Total Assets" means the total consolidated assets of the Company and its
Restricted Subsidiaries, as shown on the most recent balance sheet of the
Company.

     "Transaction Date" means the date on which Indebtedness giving rise to the
need to calculate the Consolidated Operating Cash Flow Ratio was incurred or the
date on which, pursuant to the terms of this Indenture, the transaction giving
rise to the need to calculate the Consolidated Operating Cash Flow Ratio
occurred.

     "Transfer Restricted Securities" means Securities that bear or are required
to bear the legend set forth in Section 2.05(g)(i) hereof.

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the Issue Date; provided, however, that in the event the Trust Indenture Act of
1939 is amended after such date, "Trust Indenture Act" means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter, "Trustee" shall mean
such successor trustee.

     "Unrestricted Definitive Security" means one or more Definitive Securities
that do not bear and are not required to bear the Private Placement Legend.

                                       32
<PAGE>

     "Unrestricted Global Security" means a permanent Global Security in the
form of Exhibit A attached hereto that bears the Global Security Legend and that
has the "Schedule of Exchanges of Interests in the Global Security" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depository, representing a series of Securities that do not bear and are
not required to bear the Private Placement Legend.

     "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors of the Company as an Unrestricted
Subsidiary pursuant to a resolution, but only to the extent that such
Subsidiary:

     (1) has no Indebtedness other than Non-Recourse Debt;

     (2) 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
         not 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;

     (3) is a Person with respect to which neither the Company nor any of its
         Restricted Subsidiaries has any direct or indirect obligation (a) to
         subscribe for additional Capital Stock (including options, warrants or
         other rights to acquire Capital Stock) or (b) to maintain or preserve
         such Person's financial condition or to cause such Person to achieve
         any specified levels of operating results; and

     (4) has not guaranteed or otherwise directly or indirectly provided credit
         support for any Indebtedness of the Company or any of the Company's
         Restricted Subsidiaries.

     Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the resolution of the Board of Directors of the Company giving
effect to such designation and an Officers' Certificate certifying that such
designation complied with the preceding conditions and was permitted by Section
9.17. If, at any time, any Unrestricted Subsidiary would fail to meet the
preceding 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 9.11, the Company shall
be in default of such covenant.  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 (1) such Indebtedness is permitted under Section 9.11, calculated
on a pro forma basis as if such designation had occurred

                                       33
<PAGE>

at the beginning of the four-quarter reference period; and (2) no Default or
Event of Default would be in existence following such designation.

     "U.S. Person" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

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

     "Voting Stock" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors, managers or trustees of such Person.

     "Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing;

     (1) 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 or redemption amount, 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

     (2) the then outstanding principal amount or liquidation preference of such
         Indebtedness.

     "Wholly Owned Restricted Subsidiary" of any Person means a Restricted
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 and/or by one or more Wholly Owned Restricted
Subsidiaries of such Person.

 Section 1.02  Incorporation by Reference of Trust Indenture Act.
               -------------------------------------------------

     This Indenture is subject to the provisions of the Trust Indenture Act
which are incorporated by reference in and made a part of this Indenture.  The
following Trust Indenture Act terms have the following meanings:

          "indenture securities" means the Securities.

          "indenture security holder" means a Holder.

          "indenture to be qualified" means this Indenture.

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

                                       34
<PAGE>

          "obligor" on the indenture securities means the Company and any other
obligor on the indenture securities.

          All other Trust Indenture Act terms used in this Indenture that are
defined by the Trust Indenture Act, defined by Trust Indenture Act reference to
another statute or defined by Commission rule have the meanings assigned to them
by such definitions.

Section 1.03. 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 in
         this Article and include the plural as well as the singular;

     (2) all accounting terms not otherwise defined herein have the meanings
         assigned to them in accordance with generally accepted accounting
         principles, and, except as otherwise herein expressly provided, the
         term "generally accepted accounting principles" with respect to any
         computation required or permitted hereunder shall mean such accounting
         principles as are generally accepted and consistently applied in the
         United States which are in effect on the date of this Indenture;

     (3) 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;

     (4) "or" is not exclusive; and

     (5) "including" means including without limitation.


                                  ARTICLE 2.

                                THE SECURITIES

Section 2.01.  Form and Dating.
               ---------------

     (a) General Form of Notes.  The Securities and the Trustee's certificate of
         ---------------------
authentication shall be substantially in the form of Exhibit A hereto, which is
hereby incorporated in and expressly made a part of this Indenture. The
Securities may have notations, legends or endorsements required by law, stock
exchange rule or usage. Each Security shall be dated the date of its
authentication. The Securities shall be issued in registered form, without
coupons and only in denominations of $1,000

                                       35
<PAGE>

and integral multiples of $1,000. The aggregate principal amount of Securities
which may be authenticated and delivered under this Indenture is limited to
$225,000,000, of which $155,000,000 aggregate principal amount shall be issued
on the Issue Date. The Securities may be issued from time to time in one or more
series.

     (b)  Global Securities.  Notes offered and sold to a QIB in reliance on
          -----------------
Rule 144A or outside of the United States to a Non-U.S. Person in reliance on
Regulation S, shall be issued initially in the form of one or more permanent
global securities in definitive, fully registered form without interest coupons
with the Global Security Legend and Private Placement Legend (each, a "Global
Security"), which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, as custodian for the Depository (or with
such other custodian as the Depository may direct), and registered in the name
of the Depository or a nominee of the Depository, duly executed by the Company
and authenticated by the Trustee as provided in this Indenture. The aggregate
principal amount of the Global Securities may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depository
or its nominee as hereinafter provided.

     (c)  Book-Entry Provisions.  This Section 2.01(c) shall apply only to a
          ---------------------
Global Security deposited with or on behalf of the Depository.

          The Company shall execute and the Trustee shall, in accordance with
this Section 2.01(c) and pursuant to an order of the Company, authenticate and
deliver initially one or more Global Securities that (i) shall be registered in
the name of the Depository for such Global Security or Global Securities or the
nominee of such Depository and (ii) shall be delivered by the Trustee to such
Depository or pursuant to such Depository's instructions or held by the Trustee
as custodian for the Depository.

          Participants shall have no rights under this Indenture with respect to
any Global Security held on their behalf by the Depository, or by the Trustee as
the custodian of the Depository, or under any Global Security, and the
Depository or its nominee, as the case may be, may be treated by the Company,
the Trustee and any agent of the Company or the Trustee as the absolute owner of
such Global Security 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 Participants, the operation of customary
practices of such Depository governing the exercise of the rights of a holder of
a beneficial interest in any Global Security.

          Ownership of beneficial interests in any Global Security will be shown
on, and transfers thereof will be effected only through, records maintained by
the Depository or its nominee (with respect to interests of Participants) and
the records of Participants (with respect to interests of Persons other than
Participants).

                                       36

<PAGE>

     (d) Definitive Securities.  Definitive Securities may be produced in any
         ---------------------
manner determined by the Officers of the Company executing such Notes, as
evidenced by their execution of such Notes.  The Trustee must register
Definitive Securities so issued in the name of, and cause the same to be
delivered to, such Person (or its nominee).  Except as provided in this Section
2.01 or Section 2.05, owners of beneficial interests in Global Securities will
not be entitled to receive physical delivery of certificated Securities.
Purchasers of Notes who are IAIs and are not QIBs and who do not purchase Notes
sold in reliance on Regulation S will receive Definitive Securities; provided,
however, that upon transfer of such Definitive Securities to a QIB, such
Definitive Securities will, unless the Global Security has previously been
exchanged, be exchanged for an interest in a Global Security pursuant to the
provisions of Section 2.05.

Section 2.02. Execution and Authentication.
              ----------------------------

     An Officer shall sign the Securities for the Company by manual or facsimile
signature.

     If an Officer whose signature is on a Security no longer holds that office
at the time a Security is authenticated, the Security shall nevertheless be
valid.

     A Security shall not be valid until an authorized signatory of the Trustee
manually signs the certificate of authentication of the security.  The signature
shall be conclusive evidence that the Security has been authenticated under this
Indenture.

     The Trustee shall, upon a written order of the Company signed by two
Officers, authenticate and deliver Securities for original issue up to the
aggregate principal amount stated in paragraph 1 of the Securities.  The
aggregate principal amount of Securities outstanding at any time may not exceed
such amount except as provided in Section 2.06 hereof.

     The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Securities.  Unless limited by the terms of such appointment, an
authenticating agent may authenticate Securities whenever the Trustee may do so.
Each reference in this Indenture to authentication by the Trustee includes
authentication by such agent.  An authenticating agent has the same rights as
any Security Registrar, Paying Agent or agent for service or notices and demands
to deal with the Company or an Affiliate of the Company.

Section 2.03. Paying Agent to Hold Money in Trust.
              -----------------------------------

     Prior to each due date of the principal and interest on any Security, the
Company shall deposit with the Paying Agent a sum sufficient to pay such
principal and interest when due.  The Company shall require each Paying Agent
other than the Trustee to agree in writing that the Paying Agent shall hold in
trust for the benefit of Holders or the Trustee all money held by the Paying
Agent for the payment of principal, premium, if any, or interest on the
Securities, and shall notify the Trustee in writing of any default by the
Company in making any such payment. While any such default

                                      37
<PAGE>

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, the Trustee shall serve as Paying Agent for
the Securities.

Section 2.04. 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 Section 312(a) of the Trust
Indenture Act.  If the Trustee is not the Security Registrar, the Company shall
furnish to the Trustee at least seven Business Days before each interest payment
date, redemption 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 Securities and the Company
shall otherwise comply with Section 312(a) of the Trust Indenture Act.

Section 2.05. Transfer and Exchange.
              ---------------------

     (a) Transfer and Exchange of Global Securities.  A Global Security may not
         ------------------------------------------
be transferred as a whole except by the Depository to a nominee of the
Depository, by a nominee of the Depository to the Depository or to another
nominee of the Depository, the Depository or any such nominee to a successor
Depository or a nominee of such successor Depository. All Global Securities
shall be exchanged by the Company for Definitive Securities if (i) the Company
delivers to the Trustee written notice from the Depository that it is unwilling
or unable to continue to act as Depository or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor
Depository is not appointed by the Company within 120 days after the date of
such notice from the Depository or (ii) the Company in its sole discretion
determines that the Global Securities (in whole but not in part) should be
exchanged for Definitive Securities and delivers a written notice to such effect
to the Trustee. Upon the occurrence of either of the preceding events in (i) or
(ii) above, Definitive Securities shall be issued in such names as the
Depository shall instruct the Trustee. Global Securities also may be exchanged
or replaced, in whole or in part, as provided in Sections 2.06 and 2.09 hereof.
Every Note authenticated and delivered in exchange for, or in lieu of, a Global
Security or any portion thereof, pursuant to this Section 2.05 or Section 2.06
or 2.09 hereof, shall be authenticated and delivered in the form of, and shall
be, a Global Security. A Global Security may not be exchanged for another Note
other than as provided in this Section 2.05(a), however, beneficial interests in
a Global Security may be transferred and exchanged as provided in Section
2.05(b),(c) or (f) hereof.

     (b) Transfer and Exchange of Beneficial Interests in the Global Securities.
         ----------------------------------------------------------------------
The transfer and exchange of beneficial interests in the Global Securities shall
be effected through the Depository,

                                      38
<PAGE>

in accordance with the provisions of this Indenture and the Applicable
Procedures. Beneficial interests in the Restricted Global Securities shall be
subject to restrictions on transfer comparable to those set forth herein to the
extent required by the Securities Act. Transfers of beneficial interests in the
Global Securities also shall require compliance with either subparagraph (i) or
(ii) below, as applicable, as well as one or more of the other following
subparagraphs, as applicable:

          (i) Transfer of Beneficial Interests in the Same Global Security.
              ------------------------------------------------------------
Beneficial interests in any Restricted Global Security may be transferred to
Persons who take delivery thereof in the form of a beneficial interest in the
same Restricted Global Security in accordance with the transfer restrictions set
forth in the Private Placement Legend.  Beneficial interests in any Unrestricted
Global Security may be transferred to Persons who take delivery thereof in the
form of a beneficial interest in the same Unrestricted Global Security. No
written orders or instructions shall be required to be delivered to the Security
Registrar to effect the transfers described in this Section 2.05(b)(i).

          (ii) All Other Transfers and Exchanges of Beneficial Interests in
               ------------------------------------------------------------
Global Securities.  In connection with all transfers and exchanges of beneficial
-----------------
interests that are not subject to Section 2.05(b)(i) above, the transferor of
such beneficial interest must deliver to the Security Registrar either (A) (1) a
written order from a Participant or an Indirect Participant given to the
Depository in accordance with the Applicable Procedures directing the Depository
to credit or cause to be credited a beneficial interest in another Global
Security in an amount equal to the beneficial interest to be transferred or
exchanged and (2) instructions given in accordance with the Applicable
Procedures containing information regarding the Participant account to be
credited with such increase or (B) (1) a written order from a Participant or an
Indirect Participant given to the Depository in accordance with the Applicable
Procedures directing the Depository to cause to be issued a Definitive Security
in an amount equal to the beneficial interest to be transferred or exchanged and
(2) instructions given by the Depository to the Security Registrar containing
information regarding the Person in whose name such Definitive Security shall be
registered to effect the transfer or exchange referred to in (1) above. Upon
consummation of an Exchange Offer by the Company in accordance with Section
2.05(f) hereof, the requirements of this Section 2.05(b)(ii) shall be deemed to
have been satisfied upon receipt by the Security Registrar of the instructions
contained in the Letter of Transmittal delivered by the Holder of such
beneficial interests in the Restricted Global Securities. Upon satisfaction of
all of the requirements for transfer or exchange of beneficial interests in
Global Securities contained in this Indenture and the Notes or otherwise
applicable under the Securities Act, the Trustee shall adjust the principal
amount of the relevant Global Securities pursuant to Section 2.05(h) hereof.

          (iii)Transfer of Beneficial Interests to Another Restricted Global
               -------------------------------------------------------------
Security. A beneficial interest in any Restricted Global Security may be
--------
transferred to a Person who takes delivery thereof in the form of a beneficial
interest in another Restricted Global Security if the transfer complies with the
requirements of Section 2.05(b)(ii) above and the Security Registrar receives
the following:

                                       39
<PAGE>

                (A)   if the transferee shall take delivery in the form of a
beneficial interest in a 144A Global Security, then the transferor must deliver
a certificate in the form of Exhibit B hereto, including the certifications in
item (1) thereof;

                (B)   if the transferee shall take delivery in the form of a
beneficial interest in a Regulation S Global Security, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (2) thereof; and

                (C)   if the transferee shall take delivery in the form of a
beneficial interest in a IAI Global Security, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications and
certificates and Opinion of Counsel required by item (3) thereof, if applicable.

        (iv)    Transfer and Exchange of Beneficial Interests in a Restricted
                -------------------------------------------------------------
Global Security for Beneficial Interests in the Unrestricted Global Security.  A
----------------------------------------------------------------------------
beneficial interest in any Restricted Global Security may be exchanged by any
holder thereof for a beneficial interest in an Unrestricted Global Security or
transferred to a Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Security if the exchange or transfer complies
with the requirements of Section 2.05(b)(ii) above and:

                (A)   such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement and the
holder of the beneficial interest to be transferred, in the case of an exchange,
or the transferee, in the case of a transfer, certifies in the applicable Letter
of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in
the distribution of the Exchange Notes or (3) a Person who is an affiliate (as
defined in Rule 144) of the Company;

                (B)   such transfer is effected pursuant to the Shelf
Registration Statement as defined in and in accordance with the Registration
Rights Agreement;

                (C)   such transfer is effected by a Participating Broker-Dealer
pursuant to the Exchange Offer Registration Statement as defined in and in
accordance with the Registration Rights Agreement; or

                (D)   the Security Registrar receives the following:

                      (1)   if the holder of such beneficial interest in a
Restricted Global Security proposes to exchange such beneficial interest for a
beneficial interest in an Unrestricted Global Security, a certificate from such
holder in the form of Exhibit C hereto, including the certifications in item
(1)(a) thereof; or

                                      40
<PAGE>

                       (2) if the holder of such beneficial interest in a
Restricted Global Security proposes to transfer such beneficial interest to a
Person who shall take delivery thereof in the form of a beneficial interest in
an Unrestricted Global Security, a certificate from such holder in the form of
Exhibit B hereto, including the certifications in item (4) thereof; and, in each
such case set forth in this subparagraph (D), if the Security Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in
form reasonably acceptable to the Security Registrar and the Company to the
effect that such exchange or transfer is in compliance with the Securities Act
and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with the
Securities Act. If any such transfer is effected pursuant to subparagraph (B) or
(D) above at a time when an Unrestricted Global Security has not yet been
issued, the Company shall issue and, upon receipt of an authentication order in
accordance with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Securities in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

     Beneficial interests in an Unrestricted Global Security cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Security.

     (c) Transfer or Exchange of Beneficial Interests for Definitive Securities.
         ----------------------------------------------------------------------

          (i) Transfer of Beneficial Interests in Restricted Global Securities
              ----------------------------------------------------------------
for Restricted Definitive Securities.  If any holder of a beneficial interest in
------------------------------------
a Restricted Global Security proposes to exchange such beneficial interest for a
Restricted Definitive Security or to transfer such beneficial interest to a
Person who takes delivery thereof in the form of a Restricted Definitive
Security, then, upon receipt by the Security Registrar of the following
documentation:

                  (A) if the holder of such beneficial interest in a Restricted
Global Security proposes to exchange such beneficial interest for a Restricted
Definitive Security, a certificate from such holder in the form of Exhibit C
hereto, including the certifications in item (2)(a) thereof;

                  (B) if such beneficial interest is being transferred to a QIB
in accordance with Rule 144A under the Securities Act, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item (1)
thereof;

                  (C) if such beneficial interest is being transferred to a
Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule
904 under the Securities Act, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (2) thereof;

                  (D) if such beneficial interest is being transferred pursuant
to an exemption from the registration requirements of the Securities Act in
accordance with Rule 144 under the

                                      41
<PAGE>

Securities Act, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(a) thereof;

                  (E) if such beneficial interest is being transferred to an
IAI in reliance on an exemption from the registration requirements of the
Securities Act other than those listed in subparagraphs (B) through (D) above, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications, certificates and Opinion of Counsel required by item (3)
thereof, if applicable;

                  (F) if such beneficial interest is being transferred to the
Company or any of its Subsidiaries, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (3)(b) thereof; or

                  (G) if such beneficial interest is being transferred pursuant
to an effective registration statement under the Securities Act, a certificate
to the effect set forth in Exhibit B hereto, including the certifications in
item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global
Security to be reduced accordingly pursuant to Section 2.05(h) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Security in the appropriate
principal amount. Any Definitive Security issued in exchange for a beneficial
interest in a Restricted Global Security pursuant to this Section 2.05(c) shall
be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Security Registrar through instructions from the Depository and the Participant
or Indirect Participant. The Trustee shall deliver such Definitive Securities to
the Persons in whose names such Notes are so registered. Any Definitive Security
issued in exchange for a beneficial interest in a Restricted Global Security
pursuant to this Section 2.05(c)(i) shall bear the Private Placement Legend and
shall be subject to all restrictions on transfer contained therein.
Notwithstanding Sections 2.05(c)(i)(A) and (C) hereof, a beneficial interest in
a Regulation S Temporary Global Security may not be exchanged for a Definitive
Security or transferred to a Person who takes delivery thereof in the form of a
Definitive Security.

          (ii) Transfer of Beneficial Interests in Restricted Global Securities
               ----------------------------------------------------------------
for Unrestricted Definitive Securities.  A holder of a beneficial interest in a
--------------------------------------
Restricted Global Security may exchange such beneficial interest for an
Unrestricted Definitive Security or may transfer such beneficial interest to a
Person who takes delivery thereof in the form of an Unrestricted Definitive
Security only if:

                  (A) such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement and the
holder of such beneficial interest, in the case of an exchange, or the
transferee, in the case of a transfer, certifies in the applicable Letter

                                       42
<PAGE>

of Transmittal that it is not (1) a broker-dealer, (2) a Person participating in
the distribution of the Exchange Notes or (3) a Person who is an affiliate (as
defined in Rule 144) of the Company;

                  (B) such transfer is effected pursuant to the Shelf
Registration Statement as defined in and in accordance with the Registration
Rights Agreement;

                  (C) such transfer is effected by a Participating Broker-
Dealer pursuant to the Exchange Offer Registration Statement as defined in and
in accordance with the Registration Rights Agreement; or

                  (D) the Security Registrar receives the following:

                          (1) if the holder of such beneficial interest in a
Restricted Global Security proposes to exchange such beneficial interest for a
Definitive Security that does not bear the Private Placement Legend, a
certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (1)(b) thereof; or

                          (2) if the holder of such beneficial interest in a
Restricted Global Security proposes to transfer such beneficial interest to a
Person who shall take delivery thereof in the form of a Definitive Security that
does not bear the Private Placement Legend, a certificate from such holder in
the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Security
Registrar so requests or if the Applicable Procedures so require, an Opinion of
Counsel in form reasonably acceptable to the Security Registrar to the effect
that such exchange or transfer is in compliance with the Securities Act and that
the restrictions on transfer contained herein and in the Private Placement
Legend are no longer required in order to maintain compliance with the
Securities Act.

          (iii)Transfer of Beneficial Interests in Unrestricted Global
               -------------------------------------------------------
Securities for Unrestricted Definitive Securities.  If any holder of a
-------------------------------------------------
beneficial interest in an Unrestricted Global Security proposes to exchange such
beneficial interest for a Definitive Security or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Definitive
Security, then, upon satisfaction of the conditions set forth in Section
2.05(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of
the applicable Global Security to be reduced accordingly pursuant to Section
2.05(h) hereof, and the Company shall execute and the Trustee shall authenticate
and deliver to the Person designated in the instructions a Definitive Security
in the appropriate principal amount. Any Definitive Security issued in exchange
for a beneficial interest pursuant to this Section 2.05(c)(iii) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Security Registrar through instructions from the Depository and the Participant
or Indirect Participant. The Trustee shall deliver such Definitive Securities to
the Persons in whose names such Notes are so registered. Any

                                       43
<PAGE>

Definitive Security issued in exchange for a beneficial interest pursuant to
this Section 2.05(c)(iii) shall not bear the Private Placement Legend.

     (d) Transfer and Exchange of Definitive Securities for Beneficial
         -------------------------------------------------------------
Interests.

          (i) Transfer of Restricted Definitive Securities for Beneficial
              -----------------------------------------------------------
Interests in Restricted Global Securities.  If any Holder of a Restricted
-----------------------------------------
Definitive Security proposes to exchange such Note for a beneficial interest in
a Restricted Global Security or to transfer such Restricted Definitive Security
to a Person who takes delivery thereof in the form of a beneficial interest in a
Restricted Global Security, then, upon receipt by the Security Registrar of the
following documentation:

                  (A) if the Holder of such Restricted Definitive Security
proposes to exchange such Note for a beneficial interest in a Restricted Global
Security, a certificate from such Holder in the form of Exhibit C hereto,
including the certifications in item (2)(b) thereof;

                  (B) if such Restricted Definitive Security is being
transferred to a QIB in accordance with Rule 144A under the Securities Act, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (1) thereof;

                  (C) if such Restricted Definitive Security is being
transferred to a Non-U.S. Person in an offshore transaction in accordance with
Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (2) thereof;

                  (D) if such Restricted Definitive Security is being
transferred pursuant to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144 under the Securities Act, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;

                  (E) if such Restricted Definitive Security is being
transferred to an IAI in reliance on an exemption from the registration
requirements of the Securities Act other than those listed in subparagraphs (B)
through (D) above, a certificate to the effect set forth in Exhibit B hereto,
including the certifications, certificates and Opinion of Counsel required by
item (3) thereof, if applicable;

                  (F) if such Restricted Definitive Security is being
transferred to the Company or any of its Subsidiaries, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item
(3)(b) thereof; or

                  (G) if such Restricted Definitive Security is being
transferred pursuant to an effective registration statement under the Securities
Act, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(c) thereof,

                                       44
<PAGE>

the Trustee shall cancel the Restricted Definitive Security, increase or cause
to be increased the aggregate principal amount of, in the case of clause (A)
above, the appropriate Restricted Global Security, in the case of clause (B)
above, the 144A Global Security, in the case of clause (C) above, the Regulation
S Global Security, and in all other cases, the IAI Global Security.

          (ii) Transfer of Restricted Definitive Securities for Beneficial
               -----------------------------------------------------------
Interests in Unrestricted Global Securities.  A Holder of a Restricted
-------------------------------------------
Definitive Security may exchange such Note for a beneficial interest in an
Unrestricted Global Security or transfer such Restricted Definitive Security to
a Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Security only if:

                  (A) such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement and the
Holder, in the case of an exchange, or the transferee, in the case of a
transfer, certifies in the applicable Letter of Transmittal that it is not (1) a
broker-dealer, (2) a Person participating in the distribution of the Exchange
Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the
Company;

                  (B) such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights Agreement;

                  (C) such transfer is effected by a Participating Broker-
Dealer pursuant to the Exchange Offer Registration Statement in accordance with
the Registration Rights Agreement; or

                  (D) the Security Registrar receives the following:

                          (1) if the Holder of such Definitive Securities
proposes to exchange such Notes for a beneficial interest in the Unrestricted
Global Security, a certificate from such Holder in the form of Exhibit C hereto,
including the certifications in item (1)(c) thereof; or

                          (2) if the Holder of such Definitive Securities
proposes to transfer such Notes to a Person who shall take delivery thereof in
the form of a beneficial interest in the Unrestricted Global Security, a
certificate from such Holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Security
Registrar so requests or if the Applicable  Procedures so require, an Opinion of
Counsel in form reasonably acceptable to the Security Registrar and the Company
to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in the
Private Placement Legend are no longer required in order to maintain compliance
with the Securities Act.  Upon satisfaction of the conditions of any of the
subparagraphs in this Section 2.05(d)(ii), the Trustee shall

                                       45
<PAGE>

cancel the Definitive Securities and increase or cause to be increased the
aggregate principal amount of the Unrestricted Global Security.

          (ii) Unrestricted Definitive Securities to Beneficial Interests in
               -------------------------------------------------------------
Unrestricted Global Securities.  A Holder of an Unrestricted Definitive Security
------------------------------
may exchange such Note for a beneficial interest in an Unrestricted Global
Security or transfer such Definitive Securities to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Security
at any time. Upon receipt of a request for such an exchange or transfer, the
Trustee shall cancel the applicable Unrestricted Definitive Security and
increase or cause to be increased the aggregate principal amount of one of the
Unrestricted Global Securities.

If any such exchange or transfer from a Definitive Security to a beneficial
interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) above
at a time when an Unrestricted Global Security has not yet been issued, the
Company shall issue and, upon receipt of an authentication order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Securities in an aggregate principal amount equal to the
principal amount of Definitive Securities so transferred.

     (e) Transfer and Exchange of Definitive Securities for Definitive
         -------------------------------------------------------------
Securities. Upon request by a Holder of Definitive Securities and such Holder's
----------
compliance with the provisions of this Section 2.05(e), the Security Registrar
shall register the transfer or exchange of Definitive Securities. Prior to such
registration of transfer or exchange, the requesting Holder shall present or
surrender to the Security Registrar the Definitive Securities duly endorsed or
accompanied by a written instruction of transfer in form satisfactory to the
Security Registrar duly executed by such Holder or by his attorney, duly
authorized in writing. In addition, the requesting Holder shall provide any
additional certifications, documents and information, as applicable, required
pursuant to the following provisions of this Section 2.05(e).

          (i) Restricted Definitive Securities to Restricted Definitive
              ---------------------------------------------------------
Securities. Any Restricted Definitive Security may be transferred to and
----------
registered in the name of Persons who take delivery thereof in the form of a
Restricted Definitive Security if the Security Registrar receives the following:

                  (A) if the transfer shall be made pursuant to Rule 144A under
the Securities Act, then the transferor must deliver a certificate in the form
of Exhibit B hereto, including the certifications in item (1) thereof;

                  (B) if the transfer shall be made pursuant to Rule 903 or
Rule 904 under the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications in
item (2) thereof; and

                                       46
<PAGE>

                  (C) if the transfer shall be made pursuant to any other
exemption from the registration requirements of the Securities Act, then the
transferor must deliver a certificate in the form of Exhibit B hereto, including
the certifications, certificates and Opinion of Counsel required by item (3)
thereof, if applicable.

          (ii) Restricted Definitive Security to Unrestricted Definitive
               ---------------------------------------------------------
Securities. Any Restricted Definitive Security may be exchanged by the Holder
----------
thereof for an Unrestricted Definitive Security or transferred to a Person or
Persons who take delivery thereof in the form of an Unrestricted Definitive
Security if:

                  (A) such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement and the
Holder, in the case of an exchange, or the transferee, in the case of a
transfer, certifies in the applicable Letter of Transmittal that it is not (1) a
broker-dealer, (2) a Person participating in the distribution of the Exchange
Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the
Company;

                  (B) any such transfer is effected pursuant to the Shelf
Registration Statement as defined in and in accordance with the Registration
Rights Agreement;

                  (C) any such transfer is effected by a Participating Broker-
Dealer pursuant to the Exchange Offer Registration Statement as defined in and
in accordance with the Registration Rights Agreement; or

                  (D) the Security Registrar receives the following:

                          (1) if the Holder of such Restricted Definitive
Securities proposes to exchange such Notes for an Unrestricted Definitive
Security, a certificate from such Holder in the form of Exhibit C hereto,
including the certifications in item (1)(d) thereof; or

                          (2) if the Holder of such Restricted Definitive
Securities proposes to transfer such Notes to a Person who shall take delivery
thereof in the form of an Unrestricted Definitive Security, a certificate from
such Holder in the form of Exhibit B hereto, including the certifications in
item (4) thereof; and, in each such case set forth in this subparagraph (D), if
the Security Registrar so requests, an Opinion of Counsel in form reasonably
acceptable to the Company to the effect that such exchange or transfer is in
compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act.

          (iii)Unrestricted Definitive Securities to Unrestricted Definitive
               -------------------------------------------------------------
Securities. A Holder of Unrestricted Definitive Securities may transfer such
----------
Notes to a Person who takes delivery thereof in the form of an Unrestricted
Definitive Security. Upon receipt of a request to register such

                                       47
<PAGE>

a transfer, the Security Registrar shall register the Unrestricted Definitive
Securities pursuant to the instructions from the Holder thereof.

     (f) Exchange Offer.  Upon the consummation of the Exchange Offer in
         --------------
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an authentication order in accordance with Section 2.02, the
Trustee shall authenticate one or more Unrestricted Global Securities in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Securities tendered for acceptance by Persons
that certify in the applicable Letters of Transmittal that (x) they are not
broker- dealers, (y) they are not participating in a distribution of the
Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the
Company, and accepted for exchange in the Exchange Offer.  Concurrently with the
issuance of such Notes, the Trustee shall cause the aggregate principal amount
of the applicable Restricted Global Securities to be reduced accordingly.

     (g) Legends.  The following legends shall appear on the face of all Global
         -------
Securities and Definitive Securities issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

          (i)  Private Placement Legend.
               ------------------------

                  (A) Except as permitted by subparagraph (B) below, each Global
Security and each Definitive Security (and all Notes issued in exchange therefor
or substitution thereof) shall bear the legend in substantially the following
form:

"THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) TO AN
INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE
STATES OF THE UNITED STATES."

                  (B) Notwithstanding the foregoing, any Global Security or
Definitive Security issued pursuant to subparagraphs (b)(iv), (c)(ii), (c)(iii),
(d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f)

                                       48
<PAGE>

to this Section 2.05 (and all Notes issued in exchange therefor or substitution
thereof) shall not bear the Private Placement Legend.

          (ii) Global Security Legend. Each Global Security shall bear a legend
in substantially the following form:

"THIS GLOBAL SECURITY IS HELD BY THE DEPOSITORY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (i) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.05 OF THE INDENTURE, (ii) THIS GLOBAL SECURITY MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.05(a) OF THE INDENTURE,
(iii) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
PURSUANT TO SECTION 2.10 OF THE INDENTURE AND (iv) THIS GLOBAL SECURITY MAY BE
TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY."

     (h) Cancellation and/or Adjustment of Global Securities.  At such time as
         ---------------------------------------------------
all beneficial interests in a particular Global Security have been exchanged for
Definitive Securities or a particular Global Security has been redeemed,
repurchased or canceled in whole and not in part, each such Global Security
shall be returned to or retained and canceled by the Trustee in accordance with
Section 2.10 hereof. At any time prior to such cancellation, if any beneficial
interest in a Global Security is exchanged for or transferred to a Person who
shall take delivery thereof in the form of a beneficial interest in another
Global Security or for Definitive Securities, the principal amount of Notes
represented by such Global Security shall be reduced accordingly and an
endorsement shall be made on such Global Security by the Trustee or by the
Depository at the direction of the Trustee to reflect such reduction; and if the
beneficial interest is being exchanged for or transferred to a Person who shall
take delivery thereof in the form of a beneficial interest in another Global
Security, such other Global Security shall be increased accordingly and an
endorsement shall be made on such Global Security by the Trustee or by the
Depository at the direction of the Trustee to reflect such increase.

     (i) General Provisions Relating to Transfers and Exchanges.
         ------------------------------------------------------

          (i) To permit registrations of transfers and exchanges, the Company
shall execute and the Trustee shall authenticate Global Securities and
Definitive Securities upon the Company's order or at the Security Registrar's
request.

          (ii) No service charge shall be made to a holder of a beneficial
interest in a Global Security or to a Holder of a Definitive Security for any
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental

                                       49
<PAGE>

charge payable in connection therewith (other than any such transfer taxes or
similar governmental charge payable upon exchange or transfer pursuant to
Sections 2.09, 8.06, 9.14, 10.08 and 14.02 hereof).

          (iii)  The Security Registrar shall not be required to register the
transfer of or exchange any Note selected for redemption in whole or in part,
except the unredeemed portion of any Note being redeemed in part.

          (iv)   All Global Securities and Definitive Securities issued upon any
registration of transfer or exchange of Global Securities or Definitive
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Global
Securities or Definitive Securities surrendered upon such registration of
transfer or exchange.

          (v)    The Company shall not be required (A) to issue, to register the
transfer of or to exchange any Notes during a period beginning at the opening of
business 15 days before the day of any selection of Notes for redemption under
Section 10.04 hereof and ending at the close of business on the day of
selection, (B) to register the transfer of or to exchange any Note so selected
for redemption in whole or in part, except the unredeemed portion of any Note
being redeemed in part or (c) to register the transfer of or to exchange a Note
between a record date and the next succeeding Interest Payment Date.

          (vi)   Prior to due presentment for the registration of a transfer of
any Note, the Trustee, the Security Registrar, any Paying Agent, any
Authenticating Agent and the Company may deem and treat the Person in whose name
any Note is registered as the absolute owner of such Note for the purpose of
receiving payment of principal of and interest on such Notes and for all other
purposes, and none of the Trustee, the Security Registrar, any Paying Agent, any
Authenticating Agent or the Company shall be affected by notice to the contrary.

          (vii)  The Trustee shall authenticate Global Securities and Definitive
Securities in accordance with the provisions of Section 2.02 hereof.

          (viii) All certifications, certificates and Opinions of Counsel
required to be submitted to the Security Registrar pursuant to this Section 2.05
to effect a registration of transfer or exchange may be submitted by facsimile.

Section 2.06. Replacement Securities.
              ----------------------

     If any mutilated Security is surrendered to the Trustee, or the Company and
the Trustee receive evidence to their satisfaction of the destruction, loss or
theft of any Security, the Company shall issue and the Trustee, upon the written
order of the Company signed by two Officers of the Company, shall authenticate a
replacement Security if the Trustee's requirements are met. If required

                                      50
<PAGE>

by the Trustee or the Company, an indemnity bond must be supplied by the Holder
that is sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any Paying Agent, the Security Registrar and any
Authenticating Agent from any loss that any of them may suffer if a Security is
replaced. The Company may charge for its expenses in replacing a Security.

     Every replacement Security shall be an additional obligation of the Company
and shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Securities duly issued hereunder.

Section 2.07. Outstanding Securities.
              ----------------------

     The Securities outstanding at any time are all the Securities authenticated
by the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Security 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 2.08 hereof, a
Security does not cease to be outstanding because the Company or an Affiliate of
the Company holds the Security.

     If a Security is replaced pursuant to Section 2.06 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

     If the principal amount of any Security is considered paid under Section
9.01 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) segregates and holds in trust, in accordance with this
Indenture, on a redemption date or maturity date, money or Government Securities
sufficient to pay all principal, premium, if any, and interest payable on that
date with respect to the Securities (or portions thereof) to be redeemed or
maturing, as the case may be, then on and after that date such Securities (or
portions thereof) shall be deemed to be no longer outstanding and shall cease to
accrue interest.

Section 2.08. Treasury Securities.
              -------------------

     In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, waiver or consent, Securities owned
by the Company, or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company, 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 Securities that a Trustee knows are so owned
shall be so disregarded.

                                       51
<PAGE>

Section 2.0   Temporary Securities.
              --------------------

     Until Definitive Securities are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Securities upon a written order of
the Company signed by two Officers of the Company. Temporary Securities shall be
substantially in the form of Definitive Securities but may have variations that
the Company considers appropriate for temporary Securities and as shall be
reasonably acceptable to the Trustee. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate and deliver Definitive
Securities in exchange for temporary Securities.

     Holders of temporary Securities shall be entitled to all of the benefits of
this Indenture.

Section 2.1   Cancellation.
              ------------

     The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee and no one else shall cancel all Securities surrendered for
registration of transfer, exchange, payment, replacement or cancellation and
shall destroy canceled Securities (subject to the record retention requirement
of the Exchange Act). Certification of the destruction of all canceled
Securities shall be delivered to the Company. The Company may not issue new
Securities to replace Securities that it has paid or that have been delivered to
the Trustee for cancellation.

Section 2.1   Defaulted Interest.
              ------------------

     If the Company defaults in a payment of interest on the Securities, it
shall pay the defaulted interest (the "Defaulted Interest") in any lawful manner
plus, to the extent lawful, interest payable on the Defaulted Interest, to the
Persons who are Holders on a subsequent special record date or may be paid at
any time in any other lawful manner not inconsistent with the requirements (if
applicable) of any securities exchange on which the Securities may be listed,
and upon such notice as may be required by such securities exchange.  The
Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security and the date of the proposed payment. The
Company shall fix or cause to be fixed each such special record date and payment
date, provided that no such special record date shall be less than 10 days prior
to the related payment date for such Defaulted Interest. At least 15 days before
the special record date, the Company (or, upon the written request of the
Company, the Trustee in the name and at the expense of the Company) shall mail
or cause to be mailed to Holders a notice that states the special record date,
the related payment date and the amount of such interest to be paid.

Section 2.1   Methods of Receiving Payment on the Notes.
              -----------------------------------------

     If a Holder of at least U.S. $1,000,000 aggregate principal amount of the
Notes has given wire transfer instructions to the Company, the Company shall
make all principal, premium, if any,

                                       52
<PAGE>

and interest payments on those Notes in accordance with those instructions. All
other payments on the Notes shall be made at the office or agency of the Paying
Agent and Registrar unless the Company elects to make interest payments by check
mailed to the Holders at their addresses set forth in the Securities Register.

Section 2.13  Registrar and Paying Agent.
              --------------------------

     The Company shall maintain the Security Registrar where Securities may be
presented for registration of transfer or for exchange and a Paying Agent where
Securities may be presented for payment.  The Security Registrar shall keep the
Security Register.  The Company may appoint one or more co-registrar and one or
more additional payment agents.  The term "Security Registrar" includes any co-
registrar and the term "Paying Agent" includes any additional paying agent.  The
Company may change any Paying Agent or Security Registrar 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 Security Registrar or Paying Agent, the Trustee shall
act as such.  The Company or any of its Subsidiaries may act as Paying Agent or
Security Registrar.  The Trustee shall initially act as Paying Agent and
Security Registrar.


                                  ARTICLE 3.

                          SATISFACTION AND DISCHARGE

Section 3.0   Satisfaction and Discharge of Indenture.
              ---------------------------------------

     This Indenture shall, upon the request of the Company, cease to be of
further effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

     (a)  either

          (i)  all Securities theretofore authenticated and delivered (other
               than (A) Securities which have been destroyed, lost or stolen and
               which have been replaced or paid as provided in Section 2.06 and
               (B) Securities for whose payment money or Government Securities
               have theretofore been deposited in trust or segregated and held
               in trust by the Company and thereafter repaid to the Company or
               discharged from such trust, as provided in Section 9.03) have
               been delivered to the Trustee for cancellation; or

          (ii) all such Securities not theretofore delivered to the Trustee for
               cancellation (A) have become due and payable, or (B) shall become
               due and payable at

                                       53
<PAGE>

                their Stated Maturity within one year, or (C) are to be called
                for redemption within one year under arrangements satisfactory
                to the Trustee for the giving of notice of redemption by the
                Trustee in the name, and at the expense, of the Company, and the
                Company, in the case of (A), (B) or (C) above, has irrevocably
                deposited or caused to be irrevocably deposited with the Trustee
                as trust funds in trust for such purpose an amount sufficient to
                pay and discharge the entire indebtedness on such Securities not
                theretofore delivered to the Trustee for cancellation, for
                principal, premium, if any, and interest to the date of such
                deposit (in the case of Securities which have become due and
                payable) or to the Stated Maturity or Redemption Date, as the
                case may be;

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

     (c) the Company has delivered to the Trustee an Officers' Certificate and
         an Opinion of Counsel, each stating that all conditions precedent
         herein provided for relating to the satisfaction and discharge of this
         Indenture have been complied with; and

     (d) the Trustee shall have received such other documents and assurances as
         the Trustee shall have reasonably requested.

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 5.07, the obligations of
the Trustee to any Authenticating Agent under Section 5.15 and, if money shall
have been deposited with the Trustee pursuant to subclause (a)(i)(B) of this
Section, the obligations of the Trustee under Section 3.02 and the last
paragraph of Section 9.03 shall survive.

Section 3.0   Application of Trust Money.
              --------------------------

     Subject to provisions of the last paragraph of Section 9.03, all money
deposited with the Trustee pursuant to Section 3.01 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal, premium, if any,
and interest for whose payment such money has been deposited with the Trustee.

                                       54
<PAGE>

                                  ARTICLE 4.

                                   REMEDIES

Section 4.0   Events of Default.
              -----------------

     "Event of Default," wherever used herein, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

     (a) default for a continued period of 30 days in the payment when due of
         interest on the Notes, whether or not prohibited by the subordination
         provisions of this Indenture;

     (b) default in payment when due of the principal of or premium, if any, on
         the Notes, whether or not prohibited by the subordination provisions of
         this Indenture;

     (c) failure by the Company or any of its Restricted Subsidiaries to comply
         with the provisions described under Article 7, Article 14, Section
         9.14, or Section 14.02;

     (d) failure by the Company or any of its Restricted Subsidiaries for 30
         days after notice from the Trustee or the holders of at least 25% in
         principal amount of the Notes then outstanding to comply with the
         provisions of Sections 9.08 and 9.11;

     (e) failure by the Company or any of its Restricted Subsidiaries for 60
         days after notice from the Trustee or the holders of at least 25% in
         principal amount of the Notes then outstanding to comply with any of
         the other agreements in this Indenture;

     (f) 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 this Indenture,
         if that default:

         (i)  is caused by a failure to pay principal of or premium, if any, or
              interest on such Indebtedness at final maturity upon the
              expiration of any grace period provided in such Indebtedness (a
              "Payment Default"); or

         (ii) results in the acceleration of such Indebtedness prior to its
              express maturity,

                                       55
<PAGE>

         and, in each case, the principal amount of any such Indebtedness,
         together with the principal amount of any other such Indebtedness under
         which there has been a Payment Default or the maturity of which has
         been so accelerated, aggregates $10.0 million or more;

     (g) the failure by the Company or any of its Restricted Subsidiaries to pay
         a final judgment or judgments (not subject to appeal) against the
         Company or any of its Restricted Subsidiaries in an aggregate principal
         amount in excess of $10.0 million, which judgments are not paid,
         discharged or stayed for a period of 60 consecutive days;

     (h) except as permitted by this 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 Guarantor, shall deny
         or disaffirm its obligations under its Subsidiary Guarantee; or

     (i) the Company or any Restricted Subsidiary pursuant to or within the
         meaning of any Bankruptcy Law:

         (i)  commences a voluntary case or files a request or petition for a
              writ of execution to initial bankruptcy proceedings or have itself
              adjudicated as bankrupt;

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

         (iii)consents to the appointment of a Custodian of it or for any
              substantial part of its property;

         (iv) makes a general assignment for the benefit of its creditors; or

         (v)  proposes or agrees to an accord or composition in bankruptcy
              between itself and its creditors;

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

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

         (ii) appoints a Custodian of the Company or any of its Significant
              Subsidiaries or any group of Restricted Subsidiaries that, taken
              as a whole, would

                                       56
<PAGE>

               constitute a Significant Subsidiary or for any substantial part
               of the property of the Company or any of its Significant
               Subsidiaries or any group of Restricted Subsidiaries that, taken
               as a whole, would constitute a Significant Subsidiary;

          (iii)orders the winding up or liquidation of the Company or any of its
               Significant Subsidiaries or any group of Restricted Subsidiaries
               that, taken as a whole, would constitute a Significant
               Subsidiary;

          (iv) adjudicates the Company or any of its Significant Subsidiaries or
               any group of Restricted Subsidiaries that, taken as a whole,
               would constitute a Significant Subsidiary as bankrupt or
               insolvent; or

          (v)  ratifies an accord or composition in bankruptcy between the
               Company or any of its Significant Subsidiaries or any group of
               Restricted Subsidiaries that, taken as a whole, would constitute
               a Significant Subsidiary and the respective creditors thereof;

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

     Holders of the Notes may not enforce this Indenture or the Notes except as
provided in this 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 (and
premium, if any) or interest) if a trust committee of its officers or directors
determines that withholding notice is in their interest.

Section 4.0   Acceleration of Maturity; Rescission and Annulment.
              --------------------------------------------------

     If an Event of Default (other than an Event of Default specified in Section
4.01(i) or 4.01(j)) with respect to the then Outstanding Securities occurs and
is continuing, then in every such case the Trustee or the Holders of not less
than 25% in aggregate principal amount of the Outstanding Securities may declare
all of the Securities to be due and payable immediately, by a notice in writing
to the Company (and to the Trustee if given by Holders), and upon any such
declaration the Notes shall become immediately due and payable.

     If an Event of Default specified in Section 4.01(i) or 4.01(j) occurs with
respect to the Company, any Restricted Subsidiary that is a Significant
Subsidiary or any group of Restricted Subsidiaries that, taken together, would
constitute a Significant Subsidiary, the Securities then outstanding shall
automatically, and without any action by the trustee or any Holder, become and
be immediately due and payable.

                                       57
<PAGE>

     At any time after such a declaration of acceleration with respect to
Securities has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article 4
provided, the Holders of a majority in aggregate principal amount of the
Outstanding Securities, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if

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

         (i)  all overdue interest on all Securities,

         (ii) the principal of (and premium, if any, on) any Securities which
              have become due otherwise than by such declaration of acceleration
              (including any Securities required to have been purchased on the
              Purchase Date pursuant to an Offer to purchase made by the
              Company) and any interest thereon at the rate or rates prescribed
              therefor in such Securities,

         (iii)to the extent that payment of such interest is lawful, interest
              upon overdue interest at the rate prescribed therefor in the
              Securities, and

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

     (b) all Events of Default with respect to the Securities, other than the
         non-payment of the principal of Securities which have become due solely
         by such declaration of acceleration, have been cured or waived as
         provided in Section 4.13 hereof.

     No such rescission shall affect any subsequent default or impair any right
consequent thereon.

Section 4.03. Collection of Indebtedness and Suits for Enforcement by Trustee.
              ---------------------------------------------------------------

     The Company covenants that if

     (a) default is made in the payment of any interest on any Security when
such interest becomes due and payable and such default continues for a period of
30 days, or

     (b) default is made in the payment of the principal of (or premium, if any,
on) any Security at the Maturity thereof or, with respect to any Security
required to have been purchased pursuant to an Offer to purchase made by the
Company, at the Redemption Date thereof,

the Company shall, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal, premium, if any,

                                       58
<PAGE>

and interest and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal (and premium, if any) and on any
overdue interest, at the rate or rates prescribed therefor in such Securities,
and, in addition thereto, 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.

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

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

Section 4.04. Trustee May File Proofs of Claim.
              --------------------------------

     In case of any judicial proceeding relative to the Company (or any other
obligor upon the Securities), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same in accordance with Section 4.06 hereof; and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 5.07 hereof. The Trustee is allowed to participate as a
member, voting or otherwise, of any official committee of creditors approved in
such matter.

     No provision of this Indenture 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 Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

                                       59
<PAGE>

Section 4.05. Trustee May Enforce Claims Without Possession of Securities.
              -----------------------------------------------------------

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

Section 4.06. Application of Money Collected.
              ------------------------------

     Any money or other property collected by the Trustee pursuant to this
Article 4 shall be applied in the following order, at the date or dates fixed by
the Trustee and, in case of the distribution of such money or other property on
account of principal (or premium, if any) or interest, upon presentation of the
Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

     FIRST:  To the payment of all amounts due to the Trustee under Section 5.07
hereof;

     SECOND:  To the holders of Senior Debt or Guarantor Senior Debt to the
extent required by Article 11 or Article 13 hereof;

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

     FOURTH: To the Company.

Section 4.07. Limitation on Suits.
              -------------------

     No Holder of any Security shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture or for any remedy
hereunder, unless (a) such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default, (b) unless the Holders of at
least 25% in aggregate principal amount of the Outstanding Securities shall have
made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, and (c) the Trustee shall not have
received from the Holders of a majority in aggregate principal amount of the
Outstanding Securities a direction inconsistent with such request and shall have
failed to institute such proceeding within 60 days.  However, such limitations
do not apply to a suit instituted by a Holder of a Note for enforcement of
payment of the principal of, premium, if any, or interest on such Note on or
after the respective due dates expressed in such Note.

                                       60
<PAGE>

Section 4.08.  Unconditional Right of Holders to Receive Principal, Premium and
               ----------------------------------------------------------------
Interest.
--------

     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of, premium, if any, and (subject to Section 2.11
hereof) interest on such Security on the respective Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date or in the case of an Offer to purchase made by the Company and
required to be accepted as to such Security, on the Purchase Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

Section 4.09. Restoration of Rights and Remedies.
              ----------------------------------

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

Section 4.10. Rights and Remedies Cumulative.
              ------------------------------

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

Section 4.11. Delay or Omission Not Waiver.
              ----------------------------

     No delay or omission of the Trustee or of any Holder of any Securities to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein.  Subject to Section 4.07 hereof, every right and remedy
given by this Article 4 or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.

                                       61
<PAGE>

Section 4.12. Control by Holders.
              ------------------

     The Holders of a majority in principal amount of the then Outstanding
Securities shall have the right to 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 the Trustee, with respect to the
Securities.  However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture or, subject to Section 5.01 hereof, that
may involve the Trustee in personal liability, it being understood that the
Trustee shall have no duty to ascertain whether or not such actions or
forbearances would involve the Trustee in personal liability; provided, however,
that the Trustee may take any other action deemed proper by the Trustee that is
not inconsistent with such direction.  Prior to taking any action hereunder, the
Trustee shall be entitled to indemnification satisfactory to it in its sole
discretion against all losses and expenses caused by taking or not taking such
action.

Section 4.13. Waiver of Past Defaults.
              -----------------------

     The Holders of a majority in aggregate principal amount of the then
Outstanding Securities by notice to the Trustee may on behalf of the Holders of
all of the Notes waive any past Default or Event of Default and its consequences
under this Indenture except a continuing Default or Event of Default (a) in the
payment of interest on, or the principal of (and premium, if any), the Notes, or
(b) in respect of a covenant or provision hereof which under Article 9 hereof
cannot be modified or amended without the consent of the Holder of each
Outstanding Security.

     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 4.14. 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, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section 4.14 nor the Trust Indenture
Act shall be deemed to authorize any court to require such an undertaking or to
make such an assessment in any suit instituted by the Trustee or Holders.  This
Section 4.14 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 4.08 hereof or a suit by Holders of more than 10% in
principal amount of the Securities.

                                       62
<PAGE>

Section 4.15. Waiver of Stay, Extension, or Usury Laws.
              ----------------------------------------

     The Company covenants (to the extent that it may lawfully do so) that it
shall not at any time insist upon, or 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, which may affect the covenants
or the performance of this Indenture; and the Company (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 hinder, delay or impede pursuant to any such law
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 had been enacted.


                                  ARTICLE 5.

                                 THE TRUSTEE

Section 5.01. Certain Duties and Responsibilities.
              -----------------------------------

     (a) Except during the continuance of an Event of Default, (i) the Trustee
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture, 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; but in the case of any such certificates or opinions which by any
provision hereof are specifically required to be furnished to the Trustee, the
Trustee shall be under a duty to examine the same to determine whether or not
they conform to the requirements of this Indenture, but not to verify the
contents thereof.

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

     (c) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that (i) this paragraph (c) shall
not be construed to limit the effect of paragraph (a) of this Section 5.01; (ii)
the Trustee shall not be liable for any error of judgment made in good faith by
a Responsible Officer, unless it shall be proved that the Trustee was negligent
in ascertaining the pertinent facts; (iii) the Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Holders of a majority in aggregate
principal amount of the Outstanding Securities relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred

                                       63
<PAGE>

upon the Trustee, under this Indenture; and (iv) no provision of this Indenture
shall require the Trustee to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.

     (d) Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section
5.01.

Section 5.02. Notice of Defaults.
              ------------------

     If a Default occurs hereunder with respect to the Securities of which the
Trustee has notice, the Trustee shall give the Holders notice of such Default as
and to the extent provided by the Trust Indenture Act.  Except in the case of a
Default in payment of principal of or interest on any Security (including
payments pursuant to the mandatory redemption provisions of such Security, if
any), the Trustee may withhold the notice if and so long as a trust committee of
the Trustee's officers and directors in good faith determines that withholding
the notice is in the interests of Holders.

Section 5.03. Certain Rights of Trustee.
              -------------------------

     Subject to the provisions of Section 5.01 hereof:

     (a) the Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties;

     (b) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution;

     (c) whenever in the administration of this Indenture the Trustee shall deem
it desirable that a matter be proved or established prior to taking, suffering
or omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part,
conclusively rely upon an Officers' Certificate;

     (d) the Trustee may consult with counsel and the advice of such counsel or
any Opinion of Counsel shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon;

                                       64
<PAGE>

     (e) 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 pursuant to this Indenture, unless such Holders shall have offered
to the Trustee security or indemnity reasonably satisfactory to it against the
costs, expenses and liabilities which might be incurred by it in compliance with
such request or direction;

     (f) the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its sole discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent
or attorney;

     (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents, attorneys,
custodians and nominees and the Trustee shall not be responsible for any
misconduct or negligence on the part of any agent, attorney, custodian or
nominee appointed with due care by it hereunder; and

     (h) the rights and protections afforded to the Trustee under this Section
5.03 shall be afforded to the Paying Agent, Security Registrar and
Authenticating Agent if the Trustee is acting in such capacity.

Section 5.04. Not Responsible for Recitals or Issuance of Securities.
              ------------------------------------------------------

     The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

Section 5.05. May Hold Securities.
              -------------------

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
5.09 and 5.14 hereof, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent, as the case may be.

                                       65
<PAGE>

Section 5.06. Money Held in Trust.
              -------------------

     Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law.  The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.

Section 5.07. Compensation and Reimbursement.
              ------------------------------

     The Company agrees (a) to pay to the Trustee from time to time reasonable
compensation for all services rendered by it hereunder (which compensation shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust); (b) to reimburse the Trustee upon its request for
all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any provision of this indenture (including the
reasonable compensation and the expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be
attributable to its gross negligence or bad faith; and (c) to indemnify the
Trustee, its officers, directors, employees and agents for, and to hold it
harmless against, any and all loss, liability, damage or expense including taxes
(excluding income taxes of the Trustee) incurred without gross negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses of enforcing this Indenture against the Company (including this Section
5.07) and of any litigation, threatened or otherwise, in connection with the
exercise or performance of any of its powers or duties hereunder.

     As security for the performance of the obligations of the Company under
this Section 5.07, the Trustee shall have a lien prior to the Securities upon
all property and funds held or collected by the Trustee as such.  The Trustee's
right to receive payments of any amounts under this Section 5.07 shall not be
subordinate to any other obligation or indebtedness of the Company (even though
the Securities may be so subordinated).

Section 5.08. Administrative Expense.
              ----------------------

     The obligations of the Company under Section 5.07 hereof to compensate and
indemnify the Trustee and each predecessor Trustee and to pay or reimburse the
Trustee and each predecessor Trustee for expenses, disbursements and advances
shall constitute additional indebtedness hereunder and shall survive the
satisfaction and discharge of this Indenture or the rejection or termination of
this Indenture under Bankruptcy Law. Such additional indebtedness shall be a
senior claim to that of the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the Holders of particular Securities or coupons, and the Securities are hereby
subordinated to such senior claim. If the Trustee renders services and incurs
expenses following an Event of Default under Section 4.01(i) or 4.01(j) hereof,
the parties hereto and the Holders by their acceptance of the Securities hereby
agree that such expenses are intended to constitute expenses of administration
under any Bankruptcy Law.

                                       66
<PAGE>

Section 5.09. Disqualification; Conflicting Interests.
              ---------------------------------------

     If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee must eliminate such interest
within 90 days, apply to the Commission for permission to continue, or resign,
to the extent and in the manner provided by, and subject to the provisions of,
the Trust Indenture Act and this Indenture. Further, it is understood that the
Trustee shall be entitled to any and all rights that the Trustee may have in its
individual capacity or any other capacity with respect to any Indebtedness of
the Company, and no provision of this Indenture shall be construed as to limit
or diminish any such right.

Section 5.10. Corporate Trustee Required; Eligibility.
              ---------------------------------------

     There shall at all times be a Trustee hereunder which shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such and has a
combined capital and surplus of at least $50,000,000. If such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Person shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 5.10, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article 5.

Section 5.11. Resignation and Removal; Appointment of Successor.
              -------------------------------------------------

     (a) No resignation or removal of the Trustee and no appointment of a
successor trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor trustee in accordance with the
applicable requirements of this Section 5.11.

     (b) The Trustee may resign at any time by giving written notice thereof to
the Company. If the instrument of acceptance by a successor trustee required by
this Section 5.11 shall not have been delivered to the Trustee within 30 days
after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee.

     (c) The Trustee may be removed at any time by Act of the Holders of a
majority in principal amount of the Outstanding Securities, delivered to the
Trustee and to the Company.

     (d) If at any time:  (i) the Trustee shall fail to comply with Section 5.09
hereof after written request therefor by the Company or by any Holder who has
been a bona fide Holder of a Security for at least six months, or (ii) the
Trustee shall cease to be eligible under Section 5.10 hereof and shall fail to
resign after written request therefor by the Company or by any such Holder, or
(iii) the Trustee shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or a receiver of the Trustee or of its property shall be
appointed or any public officer shall take charge

                                       67
<PAGE>

or control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then, in any such case, (A) the
Company by a Board Resolution may remove the Trustee with respect to all
Securities, or (B) subject to Section 4.14 hereof, any Holder who has been a
bona fide Holder of a Security for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor trustee or
Trustees.

     (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, the Company,
by a Board Resolution, shall promptly appoint a successor trustee or Trustees.
If within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 5.12 hereof, become the successor
trustee and supersede the successor trustee appointed by the Company. If no
successor trustee shall have been so appointed by the Company or the Holders and
accepted appointment in the manner required by Section 5.12 hereof, any Holder
who has been a bona fide Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor trustee.

     (f) The Company shall give notice of each resignation and each removal of
the Trustee and each appointment of a successor trustee to all Holders in the
manner provided in Section 16.04 hereof.  Each notice shall include the name of
the successor trustee and the address of its Corporate Trust Office.

Section 5.12. Acceptance of Appointment by Successor.
              --------------------------------------

     Every successor trustee appointed hereunder shall execute, acknowledge and
deliver to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on request of the Company or the successor
trustee, such retiring Trustee shall, upon payment of its charges, including,
without limitation, all monies due and owing to the retiring Trustee, execute
and deliver an instrument transferring to such successor trustee all the rights,
powers and trusts of the retiring Trustee and shall duly assign, transfer and
deliver to such successor trustee all property and money held by such retiring
Trustee hereunder. Upon request of any such successor trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor trustee all such rights, powers and trusts.

     No successor trustee shall accept its appointment unless at the time of
such acceptance such successor trustee shall be qualified and eligible under
this Article 5.

                                       68
<PAGE>

Section 5.13. Merger, Conversion, Consolidation or Succession to Business.
              -----------------------------------------------------------

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article 5,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor trustee had itself authenticated such Securities.

Section 5.14. Preferential Collection of Claims Against Company.
              -------------------------------------------------

     If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

Section 5.15. Appointment of Authenticating Agent.
              -----------------------------------

     The Trustee may appoint an Authenticating Agent or Agents with respect to
the Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities issued upon original issue and upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
2.06 hereof, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.  If at any time
an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 5.15, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section 5.15.

                                       69
<PAGE>

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section 5.15, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company.  The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company.  Upon receiving such a notice
of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 5.15, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall mail
written notice of such appointment by first-class mail, postage prepaid, to all
Holders of Securities of the series with respect to which such Authenticating
Agent will serve, as their names and addresses appear in the Security Register.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section 5.15.

     The Company agrees to pay to each Authenticating Agent reasonable
compensation for its services rendered. If an appointment is made pursuant to
this Section 5.15, the Securities may have endorsed thereon, in addition to or
in lieu of the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

This is one of the Securities described in the within-mentioned Indenture.

Chase Bank of Texas National Association,
   As Trustee

By:
    __________________________
    Authenticating Agent


By:
    __________________________
    Authorized Officer

                                       70

<PAGE>

                                  ARTICLE 6.

                        REPORTS BY TRUSTEE AND COMPANY

Section 6.01. Preservation of Information; Communications to Holders.
              ------------------------------------------------------

     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee by the Company.  The Trustee may destroy any list
furnished to it by the Company upon receipt of a new list so furnished.

     (b) The rights of the Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
Trust Indenture Act.

     (c) Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

Section 6.02. Reports by Trustee.
              ------------------

     (a) The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

     (b) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee in writing when any Securities are listed on any stock
exchange.

Section 6.03. Reports by Company.
              ------------------

     So long as the Notes are outstanding, whether or not the Company is
required to be subject to Section 13(a) or 15(d) of the Exchange Act, or any
successor provision thereto, the Company shall file with the Commission (unless
the Commission will not accept such a filing) the annual reports, quarterly
reports and other documents (including a "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and, with respect to the
annual information only, a report thereon by the Company's certified independent
accountants) which the Company would have been required to file with the
Commission pursuant to Section 13(a) or 15(d) of the Exchange Act or any
successor provision thereto if the Company were so required, such documents to
be filed with the Commission on or prior to the respective dates (the "Required
Filing Dates") by which the

                                       71
<PAGE>

Company would have been required so to file such documents if the Company were
so required. The Company shall also in any event (a) within 15 days of each
Required Filing Date (i) transmit by mail to all Holders, as their names and
addresses appear in the Security Register, without cost to such Holders, and
(ii) file with the Trustee, in each case, copies of the annual reports,
quarterly reports and other documents which the Company would have been required
to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange
Act or any successor provisions thereto if the Company were required to be
subject to such Sections and (b) if filing such documents by the Company with
the Commission is not permitted under the Exchange Act, promptly upon written
request supply copies of such documents to any prospective Holder. In addition,
the Company shall, for so long as any Securities remain outstanding, furnish to
all Holders and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144(d)(4)
under the Securities Act.


                                  ARTICLE 7.

             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 7.01. Company May Consolidate, etc., Only on Certain Terms.
              ----------------------------------------------------

     The Company may not, directly or indirectly: (a) consolidate or merge with
or into another Person (whether or not the Company is the Surviving Person); or
(b) sell, assign, lease, transfer, convey or otherwise dispose of all or
substantially all of its properties or assets, in one or more related
transactions, to another Person unless:

          (i)  either (A) the Company is the Surviving Person or (B) the Person
               formed by or surviving any such consolidation or merger (if other
               than the Company) or to which such sale, assignment, transfer,
               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 the Person to which such
               sale, assignment, transfer, conveyance or other disposition shall
               have been made assumes all the obligations of the Company under
               the Securities and this Indenture pursuant to agreements
               reasonably satisfactory to the Trustee;

          (iii)at the time of and immediately after giving effect to that
               transaction, no Default or Event of Default exists;

          (iv) except in the case of a merger of the Company with or into a
               Wholly Owned Restricted Subsidiary of the Company or a sale,
               assignment, lease, transfer,

                                       72
<PAGE>

               conveyance or disposition to a Wholly Owned Restricted Subsidiary
               of the Company, immediately after giving effect to that
               transaction on a pro forma basis, the Person formed by or
               surviving any such consolidation or merger (if other than the
               Company) or to which such sale, assignment, transfer, conveyance
               or other disposition shall have been made shall have Consolidated
               Net Worth in an amount that is not less than the Consolidated Net
               Worth of the Company immediately prior to such transaction;

          (v)  except in the case of a merger of the Company with or into a
               Wholly Owned Restricted Subsidiary of the Company or a sale,
               assignment, lease, transfer, conveyance, or disposition to a
               Wholly Owned Restricted 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 will, on the date of such transaction after
               giving pro forma effect thereto, be permitted to incur at least
               $1.00 of additional Indebtedness pursuant to the Consolidated
               Operating Cash Flow Ratio test set forth in Section 9.11 hereof;
               and

          (vi) if any of the properties or assets of the Company or any
               Restricted Subsidiary would upon such transaction or series of
               transactions become subject to any Lien (other than a Permitted
               Lien), the creation and imposition of such Lien shall have been
               in compliance with Section 9.13 hereof.

In addition, the Company may not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person.  This Section 7.01 shall not apply to a
merger by the Company with an Affiliate of the Company that is a corporation
incorporated solely for the purpose of reincorporating the Company in another
jurisdiction.

Section 7.02. Successor Substituted.
              ---------------------

     Upon any consolidation of the Company with, or merger of the Company into,
any other Person or any conveyance, transfer, lease or other disposition of the
properties and assets of the Company substantially as an entirety in accordance
with Section 7.01 hereof, the successor Person formed by such consolidation or
into which the Company is merged or to which such conveyance, transfer, lease or
other disposition is made shall succeed to, and be substituted for, 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,
and thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the
Securities; provided, however, that the predecessor Company shall not be
relieved from the obligation to pay principal of and interest on the Securities,
except in the case of a transfer,

                                       73
<PAGE>

conveyance, sale or other disposition (excluding by lease) of all of the
Company's assets that meets the requirements of Section 7.01 hereof.


                                  ARTICLE 8.

                                  AMENDMENTS

Section 8.01. Without Consent of Holders.
              --------------------------

     Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may amend this
Indenture or enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

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

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

     (c) to provide for the assumption of the Company's obligations to Holders
         of Securities in the case of a merger or consolidation or sale of all
         or substantially all of the Company's assets;

     (d) to make any change that would provide any additional rights or benefits
         to the Holders of Securities or that does not adversely affect the
         legal rights under this Indenture of any such Holder; or

     (e) to comply with requirements of the Commission in order to effect or
         maintain the qualification of this Indenture under the Trust Indenture
         Act.

Section 8.02. With Consent of Holders.
              -----------------------

     With the consent of the Holders of a majority in aggregate principal amount
of the Outstanding Securities, by Act of said Holders delivered to the Company
and the Trustee, the Company, when authorized by a Board Resolution, and the
Trustee may amend this Indenture or enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders under this Indenture;
provided, however, that no such amendment or supplemental indenture shall,
without the consent of each Holder of an Outstanding Security affected thereby,

                                       74
<PAGE>

     (a) change the Stated Maturity of the principal of (or premium, if any), or
         reduce the rate or change the time for payment of interest on, any
         Security;

     (b) reduce the principal amount of (or premium, if any), or interest on,
         any Securities;

     (c) change the currency of payment of principal of (or premium, if any), or
         interest on, any Securities;

     (d) impair the right to institute suit for the enforcement of any payment
         on or with respect to any Securities;

     (e) reduce the above-stated percentage of aggregate principal amount of
         Outstanding Securities necessary for waiver of compliance with certain
         provisions of this Indenture or for waiver of certain defaults;

     (f) modify any provisions of this Indenture relating to the modification
         and amendment of this Indenture or any provisions of this Indenture
         relating to the waiver of past defaults or covenants, except as
         otherwise specified; or

     (g) modify or amend the obligation of the Company to make and consummate a
         Change of Control Offer in the event of a Change of Control.

     It shall not be necessary for any Act of Holders under this Section 8.02 to
approve the particular form of any proposed amendment or supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

Section 8.03. Execution of Amendments or Supplemental Indentures.
              --------------------------------------------------

     In executing, or accepting the additional trusts created by, any amendments
or supplemental indenture permitted by this Article 8 or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such amendments or supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such amendments or supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

Section 8.04. Effect of Amendments or Supplemental Indentures.
              -----------------------------------------------

     Upon the execution of any amendments or supplemental indenture under this
Article 8, this Indenture shall be modified in accordance therewith, and such
amendments or supplemental indenture shall form a part of this Indenture for all
purposes; and every Holder of Securities theretofore or thereafter authenticated
and delivered hereunder shall be bound thereby.

                                       75
<PAGE>

Section 8.05. Conformity with Trust Indenture Act.
              -----------------------------------

     Every amendment or supplemental indenture executed pursuant to this Article
8 shall conform to the requirements of the Trust Indenture Act.

Section 8.06. Reference in Securities to Amendments or Supplemental Indentures.
              ----------------------------------------------------------------

     Securities authenticated and delivered after the execution of any amendment
or supplemental indenture pursuant to this Article 8 may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such amendments or supplemental indenture. If the Company shall
so determine, new Securities so modified as to conform, in the opinion of the
Trustee and the Company, to any such amendments or supplemental indenture may be
prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities.

Section 8.07. Notice of Amendments or Supplemental Indenture.
              ----------------------------------------------

     Promptly after the execution by the Company and the Trustee of any
amendment or supplemental indenture pursuant to the provisions of Section 8.02
hereof, the Company shall give notice to all Holders of such fact, setting forth
in general terms the substance of such amendment or supplemental indenture, in
the manner provided in Section 15.04 hereof.  Any failure of the Company to give
such notice, or any defect therein, shall not in any way impair or affect the
validity of any such amendment or supplemental indenture.

Section 8.08. Effect on Senior Debt.
              ---------------------

     No amendment, supplement or waiver of this Indenture shall adversely affect
the rights of any holder of Senior Debt (including their rights under Article 11
hereof) without the consent of (i) such holder in the case of Senior Debt not
incurred under the Senior Debt Agreements and (ii) the Required Holders in the
case of Senior Debt incurred pursuant to the Senior Debt Agreements.

Section 8.09. Payments for Consent.
              --------------------

     The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration to or for the
benefit of any Holder of Notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Notes,
unless such consideration is offered to be paid and is paid to all Holders of
the Notes that consent, waive or agree to amend in the time frame set forth in
the solicitation documents relating to such consent, waiver or amendment.

                                       76
<PAGE>

                                  ARTICLE 9.

                                   COVENANTS

Section 9.01. Payment of Principal, Premium and Interest.
              ------------------------------------------

     The Company covenants and agrees that it shall duly and punctually pay the
principal of (and premium, if any) and interest, including Special Interest, on
the Securities in accordance with the terms of the Securities and this
Indenture.

Section 9.02. Maintenance of Office or Agency.
              -------------------------------

     The Company shall maintain an office or agency in the Borough of Manhattan,
City of New York where Securities may be presented or surrendered for payment,
where Securities may be surrendered for registration of transfer or exchange
("Security Registrar") and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served.  The Company
initially appoints the Trustee as Paying Agent and Security Registrar.  The
Security Registrar shall keep a register of the Securities and of their transfer
and exchange (the "Security Register").  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 terminates the appointment of a
Paying Agent or Security Registrar or otherwise shall fail to maintain any such
required office or agency, the Company shall use its reasonable best efforts to
appoint a successor Paying Agent or Security Registrar reasonably acceptable to
the Trustee.  If the Company fails to maintain a Paying Agent or Security
Registrar, the Trustee shall act as such, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands. The Company shall forward copies of all presentations, surrenders,
notices and demands to the Trustee promptly upon their receipt.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities 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, 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 9.03. Money for Securities Payments to Be Held in Trust.
              -------------------------------------------------

     If the Company, any Subsidiary of the Company or any of their respective
Affiliates shall at any time act as Paying Agent, it shall, on or prior to 11:00
a.m. New York City time on each due date of the principal of or premium, if any,
or interest on any of the Securities, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum sufficient to pay the principal,
premium, if any,

                                       77
<PAGE>

and interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and shall promptly notify the Trustee
of its action or failure so to act.

     Whenever the Company shall have one or more Paying Agents, it will, prior
to each due date of the principal of, premium, if any, or interest on any
Securities, deposit with a Paying Agent a sum sufficient to pay such amount,
such sum to be held as provided by the Trust Indenture Act, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

     The Company shall cause each Paying Agent other than the Trustee to execute
and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section 9.03, that such
Paying Agent will (a) comply with the provisions of the Trust Indenture Act
applicable to it as a Paying Agent and (b) during the continuance of any default
by the Company (or any other obligor upon the Securities) in the making of any
payment in respect of the Securities, and upon the written request of the
Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent for payment in respect of the Securities.

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

     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, if any, or
interest on any Security and remaining unclaimed for two years after such
principal, premium, if any, or interest has become due and payable shall be paid
to the Company on a Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured 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, shall at the expense of the Company cause
to be published at least once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in the
Borough of Manhattan, City of New York, 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 publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

                                       78

<PAGE>

Section 9.04. Statement by Officers as to Default.
              -----------------------------------

     (a) The Company shall deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company, 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
such Officer's 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 hereof
(or, if a Default or Event of Default shall have occurred, describing all such
Defaults or Events of Default of which such officer may have knowledge and what
action the Company is taking or proposes to take with respect thereto) and that
to the best of such Officers' knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of (and
premium, if any) or interest, if any, on the Securities are 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.

     (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants or equivalent authoritative
body, the financial statements delivered pursuant to Section 6.03 hereof shall
be accompanied by a written statement of the Company's independent public
accountants (who shall be a firm of established national reputation) that in
making the examination necessary for certification of such financial statements
nothing has come to their attention which would lead them to believe that the
Company has violated any provisions of Article 9 of this Indenture insofar as
they relate to accounting matters or, if any such violation has occurred,
specifying the nature and period of existence thereof, it being understood that
such accountants shall not be liable directly or indirectly to any Person for
any failure to obtain knowledge of any such violation.

     (c) The Company shall, so long as any of the Securities are Outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of (i) any
Default or Event of Default or (ii) any event of default under any other
mortgage, indenture or instrument as described in Section 4.01(f) hereof, an
Officers' Certificate specifying such Default, Event of Default or event of
default and what action the Company is taking or proposes to take with respect
thereto.

Section 9.05. Existence.
              ---------

     Subject to Article 8 hereof, the Company shall, and shall cause each of its
Subsidiaries to, preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; provided, however, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

                                       79
<PAGE>

Section 9.06. Maintenance of Properties.
              -------------------------

     The Company shall cause all properties used or useful in the conduct of its
business or the business of any Subsidiary of the Company to be maintained and
kept in good condition, repair and working order and supplied with all necessary
equipment and shall cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section 9.06 shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business or the business of any Subsidiary of the Company and not
disadvantageous in any material respect to the Holders.

Section 9.07. Payment of Taxes and Other Claims.
              ---------------------------------

     The Company shall, or shall cause its Subsidiaries to, pay or discharge or
cause to be paid or discharged, before the same shall become delinquent, (a) all
taxes, assessments and governmental charges levied or imposed upon the Company
or any Subsidiary of the Company or upon the income, profits or property of the
Company or any Subsidiary of the Company, and (b) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon the
property of the Company or any Subsidiary of the Company; provided, however,
that the Company and its Subsidiaries shall not be required to pay or discharge
or cause to be paid or discharged any such tax, assessment, charge or claim
whose amount, applicability or validity is being contested in good faith by
appropriate proceedings.

Section 9.08. Limitation on Restricted Payments.
              ---------------------------------

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly,

     (1) declare or pay any dividend, either in cash or in property (except
         dividends payable in Capital Stock of the Company, other than
         Disqualified Stock, or options, warrants or other right to purchase
         Capital Stock of the Company, other than Disqualified Stock), on, or
         make any other payment or distribution on account of, the Company's or
         any of its Restricted Subsidiaries' Capital Stock, other than
         dividends, payments or distributions payable to the Company or a Wholly
         Owned Restricted Subsidiary of the Company;

     (2) purchase, redeem, retire, defease or otherwise acquire for value any of
         its Capital Stock, now or hereafter outstanding (other than in exchange
         for the Company's Capital Stock (other than Disqualified Stock) or
         options, warrants or other rights to purchase the Company's Capital
         Stock (other than Disqualified Stock));

                                       80
<PAGE>

     (3) make any payment on or with respect to, or purchase, redeem, defease or
         otherwise acquire or reitre for value (collectively, a "prepayment")
         any Indebtedness of the Company (other than the Notes) which is
         subsordinate in right of payment to the Notes prior to the scheduled
         maturity or on or prior to any scheduled repayment of principal (and
         premium, if any) or sinking fund payment, except out of Excess Proceeds
         in the case of an Asset Disposition Offer; or

     (4) make any Restricted Investment

(all such payments and other actions set forth in clauses (1) through (4) above
being collectively referred to as "Restricted Payments"), unless at the time of
and immediately after giving effect to such Restricted Payment:

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

          (b)  the Company would be permitted to incur at least $1.00 of
               additional Indebtedness pursuant to the Consolidated Operating
               Cash Flow Ratio test set forth in Section 9.11 hereof; and

          (c)  such Restricted Payment, together with the aggregate amount of
               all other Restricted Payments made by the Company and its
               Restricted Subsidiaries after the date of this Indenture
               (including Restricted Payments permitted by clauses (a), (d), and
               (f) of the next succeeding paragraph and excluding the other
               Restricted Payments permitted by such paragraph), is less than
               the sum, without duplication, of

          (i)  50% of the aggregate Consolidated Net Operating Income of the
               Company for the period (taken as one accounting period) from the
               first day of the fiscal quarter commencing after the Issue Date
               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
               Operating 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 of Capital Stock of the Company (other
               than Disqualified Stock) or from the issue or sale of any
               options, warrants or rights to purchase shares of Capital Stock
               of the Company (other than Disqualified Stock) or from the issue
               or sale of shares of convertible or exchangeable Disqualified
               Stock or convertible or exchangeable debt securities that have
               been converted into or exchanged for such Capital Stock (other
               than Capital Stock (or Disqualified Stock or debt securities)
               sold to a Subsidiary of the Company), plus

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<PAGE>

          (iii) to the extent not otherwise included in the Company's
                Consolidated Net Operating Income, if any Restricted Investment
                that was made after the Issue Date is sold for cash or otherwise
                liquidated or repaid for cash, the lesser of (A) the cash return
                of capital with respect to such Restricted Investment (less the
                cost of disposition, if any) and (B) the initial amount of such
                Restricted Investment, plus

          (iv)  to the extent not otherwise included in the Company's
                Consolidated Net Operating Income, the net reduction in
                Investments in Unrestricted Subsidiaries resulting from
                repayments of loans or advances to the Company or a Restricted
                Subsidiary after the date of this Indenture from any
                Unrestricted Subsidiary or from the redesignation of an
                Unrestricted Subsidiary as a Restricted Subsidiary (valued in
                each case as provided in the definition of "Investment"), not to
                exceed in the case of any Unrestricted Subsidiary the total
                amount of Investments (other than Permitted Investments) in such
                Unrestricted Subsidiary made by the Company and its Restricted
                Subsidiaries in such Unrestricted Subsidiary after the date of
                this Indenture.

     For purposes of any calculation pursuant to the preceding sentence which is
required to be made within 60 days after the declaration of a dividend by the
Company, such dividend shall be deemed to be paid at the date of declaration.

     So long as no Default has occurred and is continuing or would be caused
thereby, the preceding provisions will not prohibit:

     (a) the payment of any dividend within 60 days after the date of
         declaration thereof, if at the date of declaration such payment would
         have complied with the provisions of this Indenture;

     (b) the redemption, repurchase, retirement, defeasance or other acquisition
         of any subordinated Indebtedness of the Company or any Restricted
         Subsidiary of the Company or of shares of Capital Stock of the Company
         or any Restricted Subsidiary of the Company in exchange for, or out of
         the net cash proceeds of the substantially concurrent sale (other than
         to a Subsidiary of the Company) of, shares of the Company's Capital
         Stock (other than Disqualified Stock) or options, warrants or other
         rights to purchase the Company's Capital Stock (other than Disqualified
         Stock);

     (c) other Restricted Payments in an aggregate amount not to exceed $20.0
         million;

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<PAGE>

     (d) the redemption, repurchase, retirement, defeasance or other acquisition
         of subordinated Indebtedness of the Company or any Restricted
         Subsidiary of the Company (other than Disqualified Stock) with the net
         cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

     (e) the payment of any dividend by a Restricted Subsidiary of the Company
         to the holders of all of its Capital Stock on a pro rata basis; and

     (f) the redemption, repurchase, retirement, defeasance or other acquisition
         of any Disqualified Stock of the Company or any Restricted Subsidiary
         in exchange for, or out of the substantially concurrent sale (other
         than to the Company or a Subsidiary of the Company) of Disqualified
         Stock of the Company or such Restricted Subsidiary, respectively;
         provided that: (i) the aggregate liquidation preference of such
         Disqualified Stock does not exceed the aggregate liquidation preference
         of the Disqualified Stock so extended, refinanced, renewed, replaced,
         defeased or refunded; and (ii) such Disqualified Stock has a final
         maturity date 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 Disqualified Stock so extended, refinanced,
         renewed, replaced, defeased or refunded.

     In addition, the provisions in the first paragraph of this Section 9.08
will not prohibit the declaration and payment of dividends to holders of the
Company's issued and outstanding $2.28 Cumulative Preferred Stock and $2.625
Cumulative Convertible Preferred Stock and to holders of any other class or
series of preferred stock of the Company issued in exchange for or to refinance
the $2.28 Cumulative Preferred Stock or $2.625 Cumulative Convertible Preferred
Stock; provided that such new class or series of preferred stock has a dividend
rate that is the same as or less than the dividend rate on the $2.28 Cumulative
Preferred Stock and the $2.625 Cumulative Convertible Preferred Stock, so
exchanged or refinanced.

     The amount of all Restricted Payments (other than cash) shall be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any assets or securities that are required to be valued by this
covenant shall be determined in the good faith judgment of the Board of
Directors of the Company whose resolution with respect thereto shall be
delivered to the Trustee.  Not later than 10 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 9.08 were
computed.

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<PAGE>

Section 9.09. Limitation on Dividends 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 permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

     (a) pay dividends, in cash or otherwise, or make any other distributions on
         its Capital Stock to the Company or any of the Company's Restricted
         Subsidiaries or pay any Indebtedness owed to the Company or any of the
         Company's Restricted Subsidiaries;

     (b) make loans or advances to the Company or any of the Company's
         Restricted Subsidiaries; or

     (c) transfer any of its properties or assets to the Company or any of the
         Company's Restricted Subsidiaries.

     However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:

          (i)  any agreement or other instrument as in effect on the date of
               this Indenture and any amendments, modifications, restatements,
               renewals, increases, supplements, refundings, replacements or
               refinancings thereof, provided that such amendments,
               modifications, restatements, renewals, increases, supplements,
               refundings, replacement or refinancings are no more restrictive,
               taken as a whole, in any material respect with respect to such
               dividend and other payment restrictions than those contained in
               such agreements or instruments as in effect on the date of this
               Indenture, all as determined in the good faith judgment of the
               Board of Directors;

          (ii) this Indenture and the Securities;

          (iii)applicable laws, rules, regulations and/or orders;

          (iv) any agreement or other instrument of a Person acquired by the
               Company or any of its Restricted Subsidiaries as in effect at the
               time of such acquisition (except to the extent entered into or
               created in connection with or in contemplation of such
               acquisition), which encumbrance or restriction is not applicable
               to any other Person, or the properties or assets of any other
               Person, other than the Person, or the property or assets of the
               Person, so acquired;

          (v)  customary non-assignment provisions in leases entered into in the
               ordinary course of business and consistent with past practices;

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<PAGE>

          (vi)  pursuant to Capitalized Lease Obligations and purchase money
                obligations for property leased or acquired in the ordinary
                course of business that impose restrictions on the property so
                acquired in the nature described in clause (c) of the preceding
                paragraph;

          (vii) Permitted Refinancing Indebtedness, provided that the
                restrictions contained in the agreements governing such
                Permitted Refinancing Indebtedness are no more restrictive,
                taken as a whole, in any material respect than those contained
                in the agreements governing the Indebtedness being refinanced as
                determined in the good faith judgment of the Board of Directors;
                and

          (viii)Liens, securing Indebtedness, otherwise permitted to be created
                or incurred pursuant to the provisions of Section 9.13 hereof
                that limit the right of the Company or any of its Restricted
                Subsidiaries to dispose of or transfer the assets subject to
                such Lien;

          (ix)  pursuant to any merger agreements, stock purchase agreements,
                asset sale agreements and similar agreements limiting the
                transfer of properties and assets or distributions pending
                consummation of the subject transaction;

          (x)   pursuant to agreements among holders of Capital Stock of any
                Restricted Subsidiary of the Company requiring distributions in
                respect of such Capital Stock to be made pro rata based on the
                percentage of ownership in and/or contribution to such
                Restricted Subsidiary;

          (xi)  in the case of clause (c) of the preceding paragraph of this
                covenant, any encumbrance or restriction (A) that restricts in a
                customary manner the subletting, assignment or transfer of any
                property or asset that is subject to a lease, license, or
                similar contract, or (B) by virtue of any transfer of, agreement
                to transfer, option or right with respect to, or Lien on, any
                property or assets of the Company or any of its Subsidiaries not
                otherwise prohibited by this Indenture; and

          (xi)  other Indebtedness of Restricted Subsidiaries permitted to be
                incurred pursuant to the provisions of Section 9.11 hereof
                subsequent to the Issue Date; provided, however, that the
                provisions relating to such encumbrances or restrictions
                contained in such Indebtedness are not less favorable to the
                Company, taken as a whole, in any material respect as determined
                in the good faith judgment of the Board of Directors of the
                Company than the provisions relating to such encumbrance or
                restriction contained in this Indenture.

                                       85
<PAGE>

Section 9.10. Limitation on Transactions with Affiliates.
              ------------------------------------------

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, conduct any business or enter into any transaction or series of
similar transactions (including, without limitation, the purchase, sale, lease,
transfer or exchange of any of its properties or assets or the rendering of any
service) with, or for the benefit of, any Affiliate of the Company other than a
Restricted Subsidiary (each, an "Affiliate Transaction"), unless:

     (a) such Affiliate Transaction is on terms that are no less favorable to
         the Company or the relevant Restricted Subsidiary in all material
         respects than those that would have been obtained in a comparable
         transaction by the Company or such Restricted Subsidiary with an
         unrelated Person; and

     (b) the Company delivers to the Trustee:

          (i)  with respect to any Affiliate Transaction or series of related
               Affiliate Transactions involving aggregate consideration in
               excess of $5.0 million an Officers' Certificate certifying that
               such Affiliate Transaction complies with clause (a) above and
               that such Affiliate Transaction has been approved by a majority
               of the Disinterested Directors; and

          (ii) with respect to any Affiliate Transaction or series of related
               Affiliate Transactions involving aggregate consideration in
               excess of $15.0 million, an opinion as to the fairness of such
               Affiliate Transaction in all material respects, taken as a whole,
               to the Holders from a financial point of view issued by an
               accounting, engineering, appraisal or investment banking firm of
               national standing.

     The following items shall not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of the prior paragraph:

     (a) Restricted Payments permitted by, and Permitted Investments that are
         not prohibited by, the provisions of this Indenture described above
         under Section 9.08 hereof (other than Permitted Investments in another
         Person in which an Affiliate of the Company or an Affiliate of any of
         the Company's Subsidiaries owns an interest);

     (b) any employment agreement, employee benefit plan, related trust
         agreement or any similar arrangement, payment of compensation and fees
         to, and indemnity provided on behalf of, employees, officers, directors
         or consultants, maintenance of benefit programs or arrangements for
         employees, officers or directors, including vacation plans, health and
         life insurance plans, deferred compensation plans, and retirement or
         savings plan and similar plans, and loans and advances to employees,
         officers,

                                       86
<PAGE>

directors, consultants and shareholders, in each case entered into by the
Company or any of its Restricted Subsidiaries in the ordinary course of business
or approved by a majority of Disinterested Directors (or the Board of Directors
of the Company in the case of plans or agreements affecting all employees,
officers or directors as a group);

     (c) transactions between or among the Company and/or its Restricted
         Subsidiaries;

     (d) transactions with a Person that is an Affiliate of the Company solely
         because the Company owns any Capital Stock in such Person;

     (e) payment of directors fees;

     (f) any agreement or arrangement in effect on the Issue Date and any
         amendments, modifications or replacements thereof (so long as any such
         amendment, modification or replacement is no less favorable to the
         Company and its Restricted Subsidiaries in any material respect than
         the agreement as in effect on the Issue Date); and

     (g) any stockholder agreement or registration rights agreement to which the
         Company is a party on the Issue Date and any similar agreements which
         it may enter into thereafter; provided that the performance by the
         Company or any of its Restricted Subsidiaries of obligations under any
         future amendment or under such a similar agreement entered into after
         the Issue Date shall only be permitted by this clause (g) to the extent
         that the terms are no less favorable to the Company and its Restricted
         Subsidiaries in any material respect than the agreement as in effect on
         the Issue Date.

Section 9.11. Limitation on Indebtedness.
              --------------------------

     The Company will not, and will not permit any of its Restricted
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) other than (a) Indebtedness represented by the Initial Notes to be issued
on the date of this Indenture and Indebtedness represented by the Exchange Notes
to be issued pursuant to the Registration Rights Agreement and (b) Permitted
Indebtedness unless, after giving effect to the incurrence of such Indebtedness
and the receipt and applications of the proceeds therefrom, the Company's
Consolidated Operating Cash Flow Ratio is greater than 2.0 to 1 with respect to
calculations made on or before June 15, 2001 and greater than 2.25 to 1 with
respect to calculations made after June 15, 2001.  The Company will not permit
any Unrestricted Subsidiary to incur any Indebtedness other than Non-Recourse
Debt; 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 the Company.

                                       87
<PAGE>

     So long as no Default shall have occurred and be continuing or would be
caused thereby, the first paragraph of this Section 9.11 will not prohibit the
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Indebtedness"):

     (i)   Indebtedness under the Credit Facilities (including, without
           limitation, Indebtedness under the Revolving Credit Facility) in an
           aggregate principal amount at any one time outstanding under this
           clause (i) (with letters of credit being deemed to have a principal
           amount equal to the maximum potential liability of the Company and
           its Restricted Subsidiaries thereunder) not to exceed an amount equal
           to $250.0 million;

     (ii)  Permitted Refinancing Indebtedness incurred in exchange for, or the
           net proceeds of which are used to refinance, extend, renew, replace,
           defease or refund Indebtedness that was permitted by this Indenture
           to be incurred (pursuant to clauses (iii) through (xi) below or
           previously incurred pursuant to this clause (ii));

     (iii) the Existing Indebtedness (excluding Indebtedness under the Revolving
           Credit Facility);

     (iv)  between or among the Company and/or its Restricted Subsidiaries;

     (v)   arising out of Sale/Leaseback Transactions or Capitalized Lease
           Obligations, mortgage financings or purchase money obligations, in
           each case, incurred for the purpose of financing all or any part of
           the purchase price or cost of construction or improvement of
           property, plant or equipment used in the business of the Company or
           such Restricted Subsidiary of the Company (whether through the direct
           purchase of assets or the Capital Stock of any Person owning such
           assets), in an aggregate amount or accreted value, if applicable, not
           to exceed $15.0 million at any time outstanding;

     (vi)  arising out of Hedging Obligations; provided, however, that such
           obligations are incurred in the ordinary course of business and not
           for speculative purposes;

     (vii) in-kind obligations relating to net gas balancing positions arising
           in the ordinary course of business;

     (viii)any Guarantee by the Company or any of its Restricted Subsidiaries of
           Indebtedness so long as the incurrence of such Indebtedness is
           permitted to be incurred by the Company or any of its Restricted
           Subsidiaries under this Indenture;

     (ix)  Indebtedness incurred in respect of workers' compensation claims,
           self insurance obligations, performance, surety and similar bonds,
           including guarantees and letters of credit supporting such
           performance, surety and similar bonds, provided by the

                                       88
<PAGE>

          Company or a Restricted Subsidiary in the ordinary course of business
          (in each case other than for an obligation for money borrowed);

     (x)  Indebtedness arising from any agreements of the Company or a
          Restricted Subsidiary of the Company providing for indemnification,
          adjustment of purchase price or similar obligations, in each case,
          incurred or assumed in connection with the disposition of any
          business, assets or Capital Stock of a Subsidiary; provided that the
          maximum aggregate liability in respect of all such Indebtedness shall
          at no time exceed the gross proceeds (including non-cash proceeds)
          actually received by the Company and/or such Restricted Subsidiary in
          connection with such disposition; and

     (xi) in addition to Indebtedness permitted by clauses (i) through (x)
          above, Indebtedness not to exceed on a consolidated basis for the
          Company and its Restricted Subsidiaries at any time $25.0 million.

     For purposes of determining compliance with this Section 9.11, in the event
that an item of proposed Indebtedness meets the criteria of more than one of the
categories of Permitted Indebtedness described in clauses (i) through (xi)
above, or is entitled to be incurred pursuant to the first paragraph of this
Section 9.11, the Company will be permitted to classify such item of
Indebtedness on the date of its incurrence in any manner that complies with this
Section 9.11, and such item of Indebtedness will be treated as having been
incurred pursuant to only one of such clauses or pursuant to the first paragraph
of this Section 9.11.

Section 9.12. Limitation on Issuance of Subsidiary Guarantees of Indebtedness.
              ---------------------------------------------------------------

     The Company shall not permit any domestic Restricted Subsidiary that is not
a Guarantor (a "non-Guarantor Subsidiary"), directly or indirectly, to guarantee
or secure the payment of any Senior Debt of Western unless such non-Guarantor
Subsidiary simultaneously executes and delivers a supplemental indenture to this
Indenture providing for a Subsidiary Guarantee of the Notes by such non-
Guarantor Subsidiary, which Subsidiary Guarantee shall be subordinated to the
Guarantor Senior Debt (but no other Indebtedness) to the same extent that the
Notes are subordinated to Senior Debt.

Section 9.13. Limitation on Liens.
              -------------------

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien (other than Permitted Liens) on any asset now owned or hereafter
acquired, or on any income or profits therefrom, or assign or convey any right
to receive income therefrom to secure (a) any Indebtedness of the Company,
unless the Notes are secured equally and ratably simultaneously with or prior to
the creation, incurrence, or assumption of such Lien for as long as such Lien
exists, or (b) any Indebtedness of any Guarantor, unless the Subsidiary
Guarantees are secured equally and ratably simultaneously with or prior to the

                                       89
<PAGE>

creation, incurrence or assumption of such Lien for so long as such Lien exists;
provided, that in any case involving a Lien securing Indebtedness which is
subordinated in right of payment to the Notes or the Subsidiary Guarantees, as
the case may be, such Lien is subordinated to the Lien securing the Notes or the
Subsidiary Guarantees to the same extent that such subordinated debt is
subordinated to the Notes or the Subsidiary Guarantees.

Section 9.14. Limitation on Certain Asset Dispositions.
              ----------------------------------------

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Disposition unless:

     (a) the Company (or the Restricted Subsidiary, as the case may be) receives
         consideration at the time of such Asset Disposition at least equal to
         the fair market value of the assets or Capital Stock issued or sold or
         otherwise disposed of;

     (b) such fair market value is determined by the Company's Board of
         Directors and evidenced by a resolution of the Board of Directors set
         forth in an Officers' Certificate delivered to the Trustee; and

     (c) at least 75% of the consideration therefor received by the Company or
         such Restricted Subsidiary is in the form of cash or Cash Equivalents.
         For purposes of this provision, each of the following shall be deemed
         to be cash:

          (i)  any liabilities (as shown on the Company's or such Restricted
               Subsidiary's most recent balance sheet or in the notes thereto)
               of the Company or any Restricted Subsidiary (other than
               contingent liabilities and liabilities that are by their terms
               subordinated to the Notes or any Subsidiary Guarantee) 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

          (ii) any securities, notes or other obligations received by the
               Company or any such Restricted Subsidiary from such transferee
               that are converted by the Company or such Restricted Subsidiary
               into cash or Cash Equivalents within 120 days of the consummation
               of such Asset Sale (to the extent of the cash or Cash Equivalents
               received in that conversion).

     Within 365 days of the receipt of any Net Available Proceeds from an Asset
Disposition, the Company may apply such Net Available Proceeds at its option:

                                       90
<PAGE>

     (a) to repay Obligations relating to Indebtedness of the Company or any
         Restricted Subsidiary, other then Indebtedness which is subordinated to
         the Notes or to the Restricted Subsidiary's Subsidiary Guarantee, as
         applicable;

     (b) to invest in the Capital Stock of any Person primarily engaged in the
         Principal Business if such investment would be a Permitted Business
         Investment or if, as a result of such acquisition, such Person becomes
         a Restricted Subsidiary;

     (c) to make a capital expenditure for the Principal Business; or

     (d) to acquire other long-term assets that are used or useful in the
         Principal Business.

     Any Net Available Proceeds from an Asset Disposition that are not applied
or invested as provided in the preceding paragraph will constitute Excess
Proceeds.  As soon as practical, after any date (an "Asset Disposition Trigger
Date") that the aggregate amount of Excess Proceeds exceeds $10.0 million, the
Company will make an offer (an "Asset Disposition Offer") to all Holders of
Notes and all holders of other Indebtedness that is pari passu with the Notes
containing provisions similar to those set forth in this Indenture with respect
to offers to purchase or redeem with the proceeds of sales of assets to purchase
the maximum principal amount of Notes and such other pari passu Indebtedness
that may be purchased out of the Excess Proceeds.  The offer price in any Asset
Disposition Offer will be equal to 100% of principal amount plus accrued and
unpaid interest, if any, to the date of purchase, and will be payable in cash.
If any Excess Proceeds remain after consummation of an Asset Disposition Offer,
the Company may use such Excess Proceeds for any purpose not otherwise
prohibited by this Indenture.  If the aggregate principal amount of Notes and
such other pari passu Indebtedness tendered into such Asset Disposition Offer
exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and
such other pari passu Indebtedness to be purchased on a pro rata basis.  Upon
completion of each Asset Disposition Offer, the amount of Excess Proceeds shall
be reset at zero.

Section 9.15. No Layering of Indebtedness.
              ---------------------------

     The Company wil 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 of the Company and senior in any respect in right of
payment to the Notes.  No Guarantor will incur, create, issue, assume, guarantee
or otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to any Guarantor Senior Debt of such Guarantor and senior in
any respect in right of payment to such Guarantor's Subsidiary Guarantee.

Section 9.16. Additional Subsidiary Guarantees.
              --------------------------------

     Each current and future domestic Restricted Subsidiary of the Company will
be required to be a Guarantor for so long as such Restricted Subsidiary has
outstanding any Guarantees with respect

                                       91
<PAGE>

to the Senior Debt of the Company. In addition, the Company may cause any other
domestic Restricted Subsidiary to become a Guarantor. To become a Guarantor, a
Restricted Subsidiary shall execute and deliver to the Trustee a supplemental
indenture in form reasonably satisfactory to the Trustee providing for a
Subsidiary Guarantee of the Notes by such Subsidiary, which Subsidiary Guarantee
will be subordinated to Guarantor Senior Debt (but no other Indebtedness) to the
same extent that the Notes are subordinated to Senior Debt of the Company.
Thereafter, such Restricted Subsidiary shall be deemed to be a Guarantor for all
purposes under this Indenture.

Section 9.17. Designation of Restricted and Unrestricted Subsidiaries.
              -------------------------------------------------------

     The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default or Event
of Default; provided that, in no event shall the business currently operated by
the Company be transferred to or held by an Unrestricted Subsidiary, unless
after giving pro forma effect to such transfer the Company could have incurred
an additional $1.00 of Indebtedness pursuant to the Consolidated Operating Cash
Flow Ratio test set forth in Section 9.11 hereof.  If a Restricted Subsidiary is
designated as an Unrestricted Subsidiary, all outstanding Investments owned by
the Company and its Restricted Subsidiaries (except to the extent repaid in
cash) in the Subsidiary so designated will be deemed to be Restricted Payments
at the time of such designation and will reduce the amount available for
Restricted Payments under Section 9.08 hereof.  All such outstanding Investments
will be valued at their fair market value at the time of such classification as
determined in the good faith judgment of the Board of Directors.  That
designation will only be permitted if such Restricted Payment would be permitted
at that time and if such Restricted Subsidiary otherwise meets the definition of
an Unrestricted Subsidiary.  The Board of Directors may redesignate 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 (1) such Indebtedness
is permitted under Section 9.11 hereof, calculated on a pro forma basis as if
such designation had occurred at the beginning of the four-quarter reference
period; and (2) no Default or Event of Default would be in existence following
such designation.


                                  ARTICLE 10.

                           REDEMPTION OF SECURITIES

Section 10.01. Right of Redemption.
               -------------------

     Securities of any series which are redeemable at the election of the
Company before their Stated Maturity shall be redeemable in accordance with the
terms set forth in the form of Security and in this Article and at the
Redemption Prices specified in the form of Security (except as otherwise
specified as contemplated by Section 2.01 hereof).  Notes called for redemption
become

                                       92
<PAGE>

due on the date fixed for redemption. On and after the Redemption Date, interest
ceases to accrue on Notes or portions of them called for redemption. Except as
set forth in Sections 9.14 and 14.02 hereof, the Company shall not be required
to make mandatory redemption or sinking fund payments with respect to the Notes.

     Prior to June 15, 2002, the Company may on any one or more occasions redeem
up to 35% of the aggregate principal amount of Notes issued on the Issue Date at
a redemption price of 110% of the principal amount thereof, plus accrued and
unpaid interest to the Redemption Date, with the net cash proceeds of one or
more Public Equity Offerings; provided that

     (a) at least 65% of the aggregate principal amount of Notes originally
         issued remains outstanding immediately after the occurrence of such
         redemption (excluding Notes held by the Company and its Subsidiaries);
         and

     (b) the redemption must occur within 90 days after the Company's receipt of
         the net cash proceeds of the Public Equity Offering.

     Except pursuant to the preceding paragraph, the Notes will not be
redeemable at the Company's option prior to June 15, 2004.

     Beginning on or after June 15, 2004, the Company, at its option, may redeem
all or a part of the Notes upon not less than 30 or more than 60 days' notice at
the redemption prices (expressed as percentages of principal amount) set forth
below plus accrued and unpaid interest thereon, if any, to the applicable
redemption date, if redeemed during the twelve-month period beginning on June 15
of the years indicated below:

          Year                           Percentage

          2004                           105.000%
          2005                           103.750%
          2006                           102.500%
          2007                           101.250%
          2008 and thereafter            100.00%

Section 10.02. Applicability of Article.
               ------------------------

     Redemption of the Securities at the election of the Company, as permitted
by any provision of this Indenture, shall be made in accordance with such
provision and this Article 10.

                                       93
<PAGE>

Section 10.03. Election to Redeem; Notice to Trustee.
               -------------------------------------

     The election of the Company to redeem any Securities pursuant to Section
10.01 hereof shall be evidenced by a Board Resolution, which Board Resolution
shall be delivered to the Trustee at least 60 days prior to the Redemption Date
fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee).  In case of any redemption at the election of the Company of less than
all the Securities, the Company shall notify the Trustee in writing of such
Redemption Date and of the principal amount of Securities to be redeemed upon
delivery of the Board Resolution related to such redemption.

Section 10.04. Selection by Trustee of Securities to Be Redeemed.
               -------------------------------------------------

     If less than all of the Notes are to be redeemed at any time, the Trustee
will select Notes for redemption as follows:

     (a) if the Notes are listed, in compliance with the requirements of the
         principal national securities exchange on which the Notes are listed;
         or

     (b) if the Notes are not so listed, on a pro rata basis, by lot or by such
         method as the Trustee shall deem fair and appropriate.

     The Trustee shall promptly notify the Company and each Security Registrar
in writing of the Notes selected for redemption and, in the case of any Notes
selected for partial redemption, the principal amount thereof to be redeemed.

     In the event that the Company is required to make an Offer to purchase
pursuant to Sections 9.14 or 14.02 hereof and the amount available for such
Offer is not an integral multiple of $1,000, the Trustee shall promptly refund
to the Company any remaining excess proceeds, which shall be less than $1,000.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

Section 10.05. Notice of Redemption.
               --------------------

     Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the
Security Register.

                                       94
<PAGE>

     All notices of redemption shall state:

     (1)  the Redemption Date,

     (2) the Redemption Price, plus accrued interest,

     (3) if less than all the Outstanding Securities are to be redeemed, the
         identification (and, in the case of partial redemption of any
         Securities, the principal amounts) of the particular Securities to be
         redeemed,

     (4) that Securities called for redemption must be surrendered to the Paying
         Agent to collect the Redemption Price,

     (5) that on the Redemption Date the Redemption Price will become due and
         payable upon each such Security or portion thereof to be redeemed and
         that, unless the Company defaults in making the redemption payment,
         interest thereon will cease to accrue on and after said date,

     (6) the place or places where such Securities are to be surrendered for
         payment of the Redemption Price,

     (7) if any of the Securities are being redeemed in part, the portion of the
         principal amount thereof to be redeemed and that upon cancellation of
         the original Security a new Security in principal amount equal to the
         unredeemed portion thereof will be issued,

     (8) the provision of the Securities pursuant to which the Securities called
         for redemption are being redeemed,

     (9) the aggregate principal amount of Securities that are being redeemed,
         and

     (10)the CUSIP number of the Securities that are being redeemed.

     Notice of redemption of Securities to be redeemed shall be given by the
Company or, at the Company's request, by the Trustee in the name and at the
expense of the Company.  Notices of redemption may not be conditional.

Section 10.06. Deposit of Redemption Price.
               ---------------------------

     Prior to 11:00 a.m. New York City time on any Redemption Date, the Company
shall deposit with the Trustee or with a Paying Agent (or, if the Company, any
Subsidiary of the Company or any of their respective Affiliates is acting as
Paying Agent, segregate and hold in trust as provided in Section 9.03 hereof) an
amount of money sufficient to pay the Redemption Price of, and (except if

                                       95
<PAGE>

the Redemption Date shall be an Interest Payment Date) accrued interest on, all
the Securities which are to be redeemed on that date.

Section 10.07. Securities Payable on Redemption Date.
               -------------------------------------

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall not bear interest. Upon surrender of any such
Security for redemption in accordance with said notice, such Security shall be
paid by the Company at the Redemption Price together with accrued interest to
the Redemption Date; provided, however, that installments of interest whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant Record Dates according to their
terms and the provisions of Section 2.12 hereof.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate prescribed therefor in the
Security.

Section 10.08. Securities Redeemed in Part.
               ---------------------------

     Any Security which is to be redeemed only in part shall be surrendered at a
Place of Payment therefor (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 his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

Section 10.09. Offer to Purchase by Application of Excess Proceeds.
               ---------------------------------------------------

     In the event that, pursuant to Section 9.14 hereof, the Company shall be
required to commence an Asset Disposition Offer, it shall follow the procedures
specified below.

     The Asset Disposition 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 Company shall
purchase the principal amount of Notes required to be purchased pursuant to
Section 9.14 hereof (the "Offer Amount") or, if less than the Offer Amount has
been tendered, all

                                       96
<PAGE>

Notes tendered in response to the Asset Disposition 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 Disposition Offer.

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

     (a) that the Asset Disposition Offer is being made pursuant to this Section
         10.09 and Section 9.14 hereof and the length of time the Asset
         Disposition 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
         accrete or accrue interest;

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

     (e) that Holders electing to have a Note purchased pursuant to an Asset
         Disposition 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
         Disposition 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, or transfer by book-entry transfer, to the Company,
         the Depositary, if appointed by the Company, or a Paying Agent at the
         address specified in the notice at least three days before the Purchase
         Date;

     (g) that Holders shall be entitled to withdraw their election if the
         Company, the Depositary or the Payment 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

                                       97
<PAGE>

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
         exceeds the Offer amount, the Company shall select the Notes to be
         purchased on a pro rata basis (with such adjustments as may be deemed
         appropriate by the Company so that only Notes in denominations of
         $1,000, or integral multiples thereof, shall be purchased); 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).

     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 Disposition
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 10.09.  The Company, the Depositary or the
Payment 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 the Company shall promptly issue a new
Note, and the Trustee, upon written request from the Company 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 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 Disposition Offer on
the Purchase Date.

     Other than as specifically provided in this Section 10.09, any purchase
pursuant to this Section 10.09 shall be made pursuant to the provisions of
Sections 10.01 through 10.08 hereof.


                                  ARTICLE 11.

                          SUBORDINATION OF THE NOTES

Section 11.01. Agreement to Subordinate.
               ------------------------

     The Company covenants and agrees, and each Holder by accepting a Note
agrees, that the payment of principal, premium, if any, and interest on these
Notes and any other Obligations with respect to the Notes, including but not
limited to any Obligation to repurchase the Notes and the Obligation to pay any
Special Interest due in connection with the Exchange Offer, are subordinated, to
the extent and in the manner provided in this Article 11 (subject to the
provisions of Article 15),

                                       98
<PAGE>

to the prior payment in full in cash of all existing and future Senior Debt of
the Company and that the subordination is for the benefit of and enforceable by
the holders of Senior Debt of the Company. The Notes shall in all respects rank
subordinate in right of payment to all existing and future Senior Debt of the
Company, pari passu with any future pari passu Indebtedness of the Company and
senior to any future subordinated Indebtedness of the Company, which by its
terms is expressly subordinated to the Notes. All provisions of this Article
shall be subject to Section 11.12 hereof.

Section 11.02. Liquidation; Dissolution; Bankruptcy
               ------------------------------------

     Upon any payment or distribution of the assets of the Company upon a total
or partial liquidation, dissolution or winding up of the Company or in a
bankruptcy, reorganization, insolvency, receivership, assignment for the benefit
of creditors, marshaling of the Company's assets or liabilities, or similar
proceeding relating to the Company or its property (each such event, if any,
herein sometimes referred to as a "Proceeding"):

     (a) holders of Senior Debt of the Company shall be entitled to receive
         payment in full in cash of all Obligations in respect of the Senior
         Debt before Holders will be entitled to receive any payment with
         respect to the Notes (except that Holders may receive and retain
         Permitted Junior Securities and payments made from the trust described
         in Article 15), whether such payments relate to the principal of, any
         premium on, or interest (including any Special Interest) on the Notes;
         and

     (b) until the Senior Debt of the Company is paid in full in cash, any
         distribution made by or on behalf of the Company to which Holders of
         Notes would be entitled but for this Article shall be made to holders
         of Senior Debt of the Company as their interests may appear, except
         that Holders of Notes may receive and retain (a) Permitted Junior
         Securities and (b) payments and other distributions made from the trust
         described in Article 15; provided that (i) no Holder of the Notes shall
         have the right to receive and retain any such Permitted Junior
         Securities if the existence of such right would have the effect of
         causing the Notes to be treated in the same class of claims as the
         Senior Debt of the Company or any class of claims which is pari passu
         with such Senior Debt and (ii) holders of Senior Debt shall be entitled
         to receive any cash payments made to any Holder of Notes on the account
         of Permitted Junior Securities until all Obligations in respect of
         Senior Debt have been paid in full in cash.

For purposes of this Section "paid in full" or "payment in full," as used with
respect to Senior Debt of the Company, means the receipt of cash in payment of
the principal amount of such Senior Debt and premium, if any, and, interest
thereon to the date of such payment, and any other Obligations due in respect of
such Senior Debt.

     The consolidation of the Company with, or the merger of the Company into,
another Person or the liquidation or dissolution of the Company following the
sale, conveyance, assignment, lease

                                       99
<PAGE>

or transfer of all or substantially all of its Property or assets to another
Person upon the terms and conditions set forth in Article 7 hereof shall not be
deemed a Proceeding for the purposes of this Section if the Person formed by
such consolidation or into which the Company is merged or the Person which
acquires by sale, conveyance, assignment, lease, or transfer such Property or
assets, as the case may be, shall, as a part of such consolidation, merger,
sale, conveyance, assignment, lease or transfer, comply with the conditions set
forth in Article 7 hereof.

Section 11.03. Default on Senior Debt of the Company.
               -------------------------------------

     The Company may not pay (except in Permitted Junior Securities or from the
trust described in Article 15) the principal of, premium, if any, on, or
interest (including any Special Interest) on, or any other amounts with respect
to, the Notes or make any deposit pursuant to Article 15 and may not repurchase,
redeem, or otherwise retire any Notes (collectively, "pay the Notes") if (a) a
default in the payment of any Obligations relating to any Designated Senior Debt
occurs and is continuing beyond any applicable grace period or (b) any other
default occurs and is continuing on Designated Senior Debt that permits (or that
would permit, following the passage of time, the giving of notice, or both)
holders of the Designated Senior Debt as to which the default relates to
accelerate its maturity unless, in either case, the default has been cured or
waived and any such acceleration has been rescinded or such Designated Senior
Debt has been paid in full in cash; provided, however, that the Company may pay
the Obligations in respect of the Notes without regard to the foregoing if the
Company and the Trustee receive written notice approving such payment from the
Representative of each issue of Designated Senior Debt.

     During the continuance of any default (other than a default described in
clause (a), and provided that no acceleration has occurred and is continuing as
described in clause (b) of the preceding sentence) with respect to any such
Designated Senior Debt pursuant to which the maturity thereof may be accelerated
without further notice (except such notice as may be required to effect such
acceleration), the Company may not pay the Notes for a period (a "Payment
Blockage Period") commencing upon the receipt by the Company and the Trustee of
written notice of such default from the Representative of any issue of
Designated Senior Debt specifying an election to effect a Payment Blockage
Period (a "Payment Blockage Notice") and ending 179 days after receipt of such
notice by the Company and the Trustee unless earlier terminated (i) by written
notice to the Company and the Trustee from each Representative which gave such
Payment Blockage Notice, (ii) because such default is no longer continuing, or
(iii) because all Designated Senior Debt for which the Payment Blockage Notice
was given (whether by virtue of the initial Payment Blockage Notice or by virtue
of its Representative joining in the initial Payment Blockage Notice as
described below in this paragraph) has been repaid in full in cash.  Within
three days after receipt of a Payment Blockage Notice from the Representative of
any issue of Designated Senior Debt, the Company shall notify the holders of
each other issue of Designated Senior Debt of the Company's receipt of the
Payment Blockage Notice by sending a notice (the "Notice") by registered mail to
each person and address that each holder of each such other issue of Designated
Senior Debt previously has designated to the Company in writing.  In the absence
of a specific designation, the Company shall send the Notice

                                      100
<PAGE>

to each person and address specified for notices under the applicable agreement
under which such Designated Senior Debt is outstanding. The Notice shall specify
the default or defaults to which the Payment Blockage Notice relates (the
"Blockage Default"). In the Notice, the Company shall offer the holders of each
such other issue of Designated Senior Debt, acting through the Representative of
such Designated Senior Debt, the opportunity, retroactive to the effective date
of the Payment Blockage Notice, to join in the Payment Blockage Notice if the
Blockage Default also constitutes a default (including, without limitation, by
operation of a cross-default or similar provision) under the terms of such
holders' Designated Senior Debt. Each Representative of Designated Senior Debt
that notifies the Company in writing, in the manner specified in such Designated
Senior Debt, within 20 days after the Company's sending of the Notice, that such
Representative intends to join in the Payment Blockage Notice will be deemed to
have given the original Payment Blockage Notice. The Company may not repay any
Designated Senior Debt from the time of its receipt of a Payment Blockage Notice
until the expiration of such 20-day period without the prior written consent of
the Representative of each issue of Designated Senior Debt.

     Notwithstanding the provisions described in the immediately preceding
paragraph, unless the holders of such Designated Senior Debt or the
Representative of such holders shall have accelerated the maturity of such
Designated Senior Debt and not rescinded such acceleration, the Company may and
shall (unless otherwise prohibited pursuant to clause (a) of the first sentence
of this Section) resume payments on the Notes after the end of such Payment
Blockage Period.  No more than one Payment Blockage Notice may be given in any
consecutive 360-day period, and 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 default shall have been cured or waived for a period of not less than 180
days.

Section 11.04. Acceleration of Payment of Notes.
               --------------------------------

     If payment of the Notes is accelerated because of an Event of Default, the
Company or the Trustee shall promptly notify the Representative of each issue of
Designated Senior Debt of the acceleration; provided that such acceleration
shall not be effective until the earlier of an acceleration of the Designated
Senior Debt or five Business Days after such notice is received.

Section 11.05. When Distribution Must Be Paid Over.
               -----------------------------------

     In the event that the Company shall make any payment to the Trustee or any
Holder with respect to any Obligations relating to the Notes at a time when the
Trustee or such Holder has actual knowledge that such payment is prohibited by
Section 11.02, 11.03 or 11.04 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 to, the holders of Senior Debt (pro rata as to each of such holders on
the basis of the respective amounts of Senior Debt held by them) or their
Representative or the Trustee under this Indenture or other agreement (if any)
pursuant to which Senior Debt may have been issued, as their respective
interests may appear, for application to the payment of all Obligations with
respect to

                                      101
<PAGE>

Senior Debt remaining unpaid to the extent necessary to pay such Obligations in
full in accordance with its terms, after giving effect to any concurrent payment
or distribution to or for the holders of Senior Debt.

Section 11.06.  Subrogation.
                -----------

     After all Senior Debt of the Company is paid in full in cash and until the
Notes are paid in full, the Holders shall be subrogated to the rights of holders
of Senior Debt of the Company to receive distributions applicable to such Senior
Debt to the extent that distributions otherwise payable to the Holders have been
applied to the payment of Senior Debt.  A distribution made under this Article
11 to holders of Senior Debt of the Company which otherwise would have been made
to Holders is not, as between the Company and the Holders, payment by the
Company on such Senior Debt.

 Section 11.07. Relative Rights.
                ---------------

     This Article 11 defines the relative rights of Holders and holders of
Senior Debt of the Company.  Nothing in this Indenture shall:

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

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

                (c)     except as set forth in Sections 11.03 and 11.04 hereof,
prevent the Trustee or any Holder from exercising its available remedies upon a
Default or Event of Default, subject to the rights of holders of Senior Debt of
the Company to receive payments and distributions otherwise payable to Holders.

Section 11.08.  Subordination May Not Be Impaired by the Company.
                ------------------------------------------------

     No right of any holder of Senior Debt of the Company to enforce the
subordination of the Indebtedness evidenced by the Notes shall be impaired by
any act or failure to act by the Company or by its failure to comply with this
Indenture.

 Section 11.09. Rights of Trustee and Paying Agent.
                ----------------------------------

     Notwithstanding Section 11.03 hereof (but subject to Section 11.05 hereof),
the Trustee or any Payment Agent may continue to make payments on the Notes and
shall not be charged with knowledge of the existence of facts that would
prohibit the making of any such payments unless, not

                                      102
<PAGE>

less than two Business Days prior to the date of any such payment, a Responsible
Officer of the Trustee receives written notice reasonably satisfactory to it
that payments in respect of the Notes may not be made under this Article. Only
the Company, a Representative, or a holder of a class of Senior Debt that has no
Representative may give the notice. Prior to the receipt of such notice, the
Trustee and any Paying Agent shall be entitled in all respects to assume that no
such facts exist. In any case, the Trustee shall have no responsibility to the
holders of Senior Debt of the Company for payments made to Holders by the
Company or any Paying Agent unless cash payments are made at the direction of
the Trustee more than one Business Day after receipt of such notice referred to
above.

Section 11.10.  Distribution of Notice to Representative.
                ----------------------------------------

     Whenever a distribution is to be made or a notice given to holders of
Senior Debt of the Company, the distribution may be made and the notice given to
their Representative (if any).

Section 11.11.  Trust Moneys Not Subordinated.
                -----------------------------

     Notwithstanding anything contained herein to the contrary, payments from
money or the proceeds of Government Securities held in trust under Article 15
hereof by the Trustee for the payment of principal of and interest on the Notes
shall not be subordinated to the prior payment of any Senior Debt of the Company
or subject to the restrictions set forth in this Article 11,  and none of the
Holders or the Trustee shall be obligated to pay over any such amount to the
Company or any holder of Senior Debt of the Company or any other creditor of the
Company or any Representative.

Section 11.12.  Trustee Entitled To Rely.
                ------------------------

     Upon any payment or distribution pursuant to this Article 11, the Trustee
and the Holders shall be entitled to rely (a) upon any order or decree of a
court of competent jurisdiction in which any proceedings of the nature referred
to in Section 11.02 hereof are pending, (b) upon a certificate of the
liquidating trustee, receiver, trustee in bankruptcy, or agent or other Person
making such payment or distribution to the Trustee or to the Holders, or (c)
upon the Representatives for the holders of Senior Debt of the Company or such
holders if there is no Representative with respect to any Senior Debt of the
Company, for the purpose of ascertaining the Persons entitled to participate in
such payment or distribution, the holders of Senior Debt of the Company and
other Indebtedness, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this
Article 11.  In the event that the Trustee determines, in good faith, that
evidence is required with respect to the right of any Person as a holder of
Senior Debt of the Company to participate in any payment or distribution
pursuant to this Article 11, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of such
Senior Debt held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution, and other facts pertinent to the
rights of such Person under this Article 11, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.  The

                                      103
<PAGE>

provisions of Section 5.03 hereof shall be applicable to all actions or
omissions of actions by the Trustee pursuant to this Article 11.

Section 11.13. Trustee To Effectuate Subordination.
               -----------------------------------

     Each Holder by accepting a Note authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Holders and the holders of Senior Debt
of the Company as provided in this Article 11 and appoints the Trustee as
attorney-in-fact for any and all such purposes.

Section 11.14. Trustee Not Fiduciary for Holders of Senior Debt of the Company.
               ---------------------------------------------------------------

     The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior Debt of the Company and shall not be liable to any such holders if it
shall mistakenly pay over or distribute to Holders or the Company or any other
Person, money or assets to which any holders of Senior Debt of the Company shall
be entitled by virtue of this Article 11 or otherwise, except if such mistake
was the result of the Trustee's gross negligence or wilful misconduct.  With
respect to the holders of Senior Debt of the Company, the Trustee undertakes to
perform or to observe only such of its covenants or obligations as are
specifically set forth in this Article 11 and no implied covenants or
obligations with respect to holders of Senior Debt of the Company shall be read
into this Indenture against the Trustee.

Section 11.15. Reliance by Holders of Senior Debt of the Company on
               ----------------------------------------------------
               Subordination Provisions.
               ------------------------

     Each Holder by accepting a Note acknowledges and agrees that the foregoing
subordination provisions are, and are intended to be, an inducement and a
consideration to each holder of any Senior Debt of the Company, whether such
Senior Debt was created or acquired before or after the issuance of the Notes,
to acquire and continue to hold, or to continue to hold, such Senior Debt, and
such holder of Senior Debt shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Debt.  The provisions of this Article 11 shall be deemed a
continuing offer to all holders of Senior Debt to act in reliance on such
provisions (but no such reliance shall be required to be proven to receive the
benefits hereof) and may be enforced by such holders of Senior Debt, and no
right of any present or future holder of any Senior Debt to enforce
subordination as provided in this Article 11 shall 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 by any such holder, or by any non-compliance by the Company with the terms,
provisions and covenants of this Indenture or the Notes.  Without in any way
limiting the generality of the foregoing, the holders of Senior Debt may, at any
time and from time to time, without the consent of or notice to the holders of
the Notes, and without impairing or releasing the subordination provided in this
Article 11 or the obligations hereunder of the holders of the Notes to the
holders of Senior Debt, do any one or more of the following:  (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, or waive defaults under Senior Debt, or

                                      104
<PAGE>

otherwise amend or supplement in any manner Senior Debt or any instrument
evidencing the same or any agreement under which Senior Debt is outstanding;
(ii) release any Person liable in any manner for the payment or collection of
Senior Debt; (iii) exercise or refrain from exercising any rights against the
Company and any Person, including any guarantor or surety; and (iv) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt; provided, however, that in no event shall any of
the foregoing actions limit the right of the Holders of Notes to take any action
to accelerate the maturity of the Notes pursuant to Article 4 hereof or to
pursue any rights or remedies hereunder or under applicable law if the taking of
such action does not otherwise violate the terms of this Indenture.

Section 11.16.  Proofs of Claim.
                ---------------

     In the event that the Company is subject to any proceeding under any
bankruptcy, insolvency, or analogous laws and the Holders and the Trustee fail
to file any proof of claim permitted to be filed in such proceeding with respect
to the Notes, then any Representative of Senior Debt of the Company, or any
holder thereof if there is no Representative therefor, may file such proof of
claim no earlier than the later of (a) the expiration of 15 days after such
Representative notified the Trustee and the Company of its intention to do so
and (b) 30 days preceding the last day it is permitted to file such claim.

Section 11.17.  Rights of Trustee as Holder of Senior Debt of the Company;
                ----------------------------------------------------------
                Preservation of Trustee's Rights.
                --------------------------------

     The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article 11 with respect to any Senior Debt of the Company
which may at any time be held by it, to the same extent as any other holder of
Senior Debt of the Company, and nothing in this Indenture shall deprive the
Trustee of any of its rights as such holder.

     Nothing in this Article 11 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 5.07 hereof.

Section 11.18.  Article Applicable to Paying Agents.
                -----------------------------------

     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 otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article 11 in addition to or in place of the Trustee; provided,
however, that neither Section 11.09 hereof nor Section 11.12 hereof shall apply
to the Company or any Wholly Owned Subsidiary if it or such Wholly Owned
Subsidiary of the Company acts as Paying Agent.

                                      105
<PAGE>

Section 11.19. Liquidation, Dissolution and Bankruptcy.
               ---------------------------------------

     To the extent any payment of Senior Debt of the Company (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 a fraudulent transfer 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 of the
Company or part thereof originally intended to be satisfied shall for purposes
of this Article 11 be deemed to be reinstated and outstanding as if such payment
had not occurred.  To the extent the obligation to repay any Senior Debt of the
Company is declared to be fraudulent, invalid or otherwise set aside under any
bankruptcy, insolvency, receivership, fraudulent transfer, or similar law, then
the obligation so declared fraudulent or invalid or otherwise set aside (and all
other amounts that would have come due with respect thereto had such obligation
not been so affected) for purposes of this Article 11 shall be deemed to be
reinstated and outstanding as Senior Debt of the Company as if such declaration,
invalidity, or setting aside had not occurred.


                                  ARTICLE 12.

                             SUBSIDIARY GUARANTEES

Section 12.01.  Guarantees.
                ----------

     Each Guarantor hereby unconditionally and irrevocably guarantees, jointly
and severally, to each Holder and to the Trustee and its successors and assigns
(a) the full and punctual payment of principal of, premium, if any, and interest
on the Securities when due, whether at maturity, by acceleration, by redemption
or otherwise, and all other monetary obligations of the Company under this
Indenture and the Securities and (b) the full and punctual performance within
applicable grace periods of all other Obligations of the Company under this
Indenture and the Securities.  Each Guarantor further agrees that the
Obligations may be extended or renewed, in whole or in part, without notice or
further assent from such Guarantor and that such Guarantor will remain bound
under this Article 12 notwithstanding any extension or renewal of any
Obligation.

     Each Guarantor waives presentation to, demand of, payment from and protest
to the Company of any of the Obligations and also waives notice of protest for
nonpayment.  Each Guarantor waives notice of any default under the Securities or
the Obligations.  The obligations of each Guarantor hereunder shall not be
affected by (a) the failure of any Holder or the Trustee to assert any claim or
demand or to enforce any right or remedy against the Company or any other Person
under this Indenture, the Securities or any other agreement or otherwise, (b)
any extension or renewal of any thereof, (c) any rescission, waiver, amendment
or modification of any of the terms or provisions of this Indenture, the
Securities or any other agreement, (d) the release of any security

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<PAGE>

held by any Holder or the Trustee for the Obligations of any of them, (e) the
failure of any Holder or the Trustee to exercise any right or remedy against any
other guarantor of the Obligations, or (f) any change in the ownership of such
Guarantor.

     Each Guarantor further agrees that its Subsidiary Guarantee herein
constitutes a guarantee of payment, performance and compliance when due (and not
a guarantee of collection) and waives any right to require that any resort be
had by any Holder or the Trustee to any security held for payment of the
Obligations.

     Each Subsidiary Guarantee is, to the extent and in the manner set forth in
Article 13 hereof, subordinated and subject in right of payment to the prior
payment in full of the principal of and premium, if any, and interest on all
Guarantor Senior Debt of the Guarantor giving such Subsidiary Guarantee and each
Subsidiary Guarantee is made subject to such provisions of this Indenture.

     Except as expressly set forth in Articles 8 and 15 hereof and Sections
12.02 and 12.06 hereof, the obligations of each Guarantor hereunder shall not be
subject to any reduction, limitation, impairment or termination for any reason,
including any claim of waiver, release, surrender, alteration or compromise, and
shall not be subject to any defense of setoff, counterclaim, recoupment or
termination whatsoever or by reason of the invalidity, illegality or
unenforceability of the Obligations or otherwise.  Without limiting the
generality of the foregoing, the obligations of each Guarantor herein shall not
be discharged or impaired or otherwise affected by the failure of any Holder or
the Trustee to assert any claim or demand or to enforce any remedy under this
Indenture, the Securities or any other agreement, by any waiver or modification
of any term or provision thereof, by any default, failure or delay, willful or
otherwise, in the performance of the Obligations, or by any other act or thing
or omission or delay to do any other act or thing which may or might in any
manner or to any extent vary the risk of such Guarantor or would otherwise
operate as a discharge of such Guarantor as a matter of law or equity.

     Each Guarantor further agrees that its Subsidiary Guarantee herein shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of principal of, premium, if any, or interest on
any Obligation is rescinded or must otherwise be restored by any Holder or the
Trustee upon the bankruptcy or reorganization of the Company or otherwise.

     In furtherance of the foregoing and not in limitation of any other right
which any Holder or the Trustee has at law or in equity against any Guarantor by
virtue hereof, upon the failure of the Company to pay the principal of, premium,
if any, or interest on any Obligation when and as the same shall become due,
whether at maturity, by acceleration, by redemption or otherwise, or to perform
or comply with any other Obligation, each Guarantor hereby promises to and will,
upon receipt of written demand by the Trustee, forthwith pay, or cause to be
paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i)
the unpaid amount of such Obligations, (ii) accrued and unpaid interest on such
Obligations (but only to the extent not prohibited by law) and (iii) all other
monetary Obligations of the Company to the Holders and the Trustee.

                                      107
<PAGE>

     Each Guarantor agrees that it shall not be entitled to any right of
subrogation in respect of any Obligations guaranteed hereby until payment in
full of all Obligations and all obligations to which the Obligations are
subordinated as provided in Article 13 hereof.  Each Guarantor further agrees
that, as between it, 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 4 hereof for the purposes of such Guarantor's
Subsidiary Guarantee herein, 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 4 hereof, such Obligations (whether or
not due and payable) shall forthwith become due and payable by such Guarantor
for the purposes of this Section 12.01.

     Each Guarantor also agrees to pay any and all costs and expenses (including
reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing
any rights under this Section 12.01.

Section 12.02.  Limitation on Liability.
                -----------------------

     Any term or provision of this Indenture to the contrary notwithstanding,
the maximum aggregate amount of the Obligations guaranteed hereunder by any
Guarantor shall not exceed the maximum amount that can be hereby guaranteed
without rendering this Indenture, as it relates to such Guarantor, voidable
under applicable law relating to fraudulent conveyance or fraudulent transfer or
similar laws affecting the rights of creditors generally.  To effectuate the
foregoing intention, the obligations of each Guarantor shall be limited to the
maximum amount as will, after giving effect to all other contingent and fixed
liabilities of such Guarantor and after giving effect to any collections from or
payments made by or on behalf of any other Guarantor in respect of the
obligations of such other Guarantor under its Subsidiary Guarantee or pursuant
to its contribution obligations hereunder, result in the obligations of such
Guarantor under its Subsidiary Guarantee not constituting a fraudulent
conveyance or fraudulent transfer under federal, state or foreign law, and for
purposes of such laws, any Guarantor Senior Debt of a Guarantor that is incurred
from time to time shall be deemed to have been incurred prior to the incurrence
by such Guarantor of liability under its Subsidiary Guarantee.

Section 12.03.  Successors and Assigns.
                ----------------------

     This Article 12 shall be binding upon each Guarantor and its successors and
assigns and shall inure to the benefit of the successors and assigns of the
Trustee and the Holders and, in the event of any transfer or assignment of
rights by any Holder or the Trustee, the rights and privileges conferred upon
that party in this Indenture and in the Securities shall automatically extend to
and be vested in such transferee or assignee, all subject to the terms and
conditions of this Indenture.

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<PAGE>

Section 12.04.  No Waiver.
                ---------

     Neither a failure nor a delay on the part of either the Trustee or the
Holders in exercising any right, power or privilege under this Article 12 shall
operate as a waiver thereof, nor shall a single or partial exercise thereof
preclude any other or further exercise of any right, power or privilege.  The
rights, remedies and benefits of the Trustee and the Holders herein expressly
specified are cumulative and not exclusive of any other rights, remedies or
benefits which either may have under this Article 12 at law, in equity, by
statute or otherwise.

Section 12.05.  Modification.
                ------------

     No modification, amendment or waiver of any provision of this Article 12,
nor the consent to any departure by any Guarantor therefrom, shall in any event
be effective unless the same shall be in writing and signed by the Trustee, and
then such waiver or consent shall be effective only in the specific instance and
for the purpose for which given.  No notice to or demand on any Guarantor in any
case shall entitle such Guarantor to any other or further notice or demand in
the same, similar or other circumstances.

Section 12.06.  Certain Restrictions.
                --------------------

     A Guarantor may not sell or otherwise dispose of all or substantially all
of its assets, or consolidate with or merge with or into (whether or not such
Guarantor is the surviving Person), another Person unless:

     (a)  at the time of and immediately after giving effect to that
          transaction, no Default or Event of Default exists; and

     (b)  either:

          (i)   the Person acquiring the property in that sale or disposition or
the Person formed by or surviving that consolidation or merger (if other than
the Company or a Guarantor) assumes all the obligations of that Guarantor
pursuant to an agreement reasonably satisfactory to the Trustee; or

          (ii)  the Net Available Proceeds of that sale or other disposition are
applied in accordance with the applicable provisions of this Indenture.

Section 12.07.  Release of Guarantor.
                --------------------

     Notwithstanding the foregoing, any Subsidiary Guarantee of a Guarantor,
whether in existence on the Issue Date or entered into thereafter pursuant to
Section 9.16 will be released and discharged upon:

c                                      109
<PAGE>

     (a)  any sale, exchange or transfer of all or substantially all the Capital
          Stock owned by the Company or any Restricted Subsidiary in the
          applicable Guarantor to a Person that is not the Company or a
          Restricted Subsidiary, if the Company applies the Net Available
          Proceeds of that sale, exchange or transfer in accordance with Section
          9.14;

     (b)  any sale, assignment, conveyance, transfer, lease or other disposition
          of all or substantially all of the properties and assets of such
          Guarantor (including by way of merger or consolidation) to a Person
          that is not the Company or a Restricted Subsidiary, if the Company
          applies the Net Available Proceeds of that sale, assignment,
          conveyance, transfer, lease or other disposition in accordance with
          Section 9.14;

     (c)  the merger or consolidation of such Guarantor with or into the Company
          or a Restricted Subsidiary (provided, that, in the case of a merger
          into or consolidation with a Restricted Subsidiary that is not then a
          Guarantor, the surviving Restricted Subsidiary assumes the Subsidiary
          Guarantee of such Guarantor and that transaction or series of
          transactions is not prohibited by this Indenture);

     (d)  the release or discharge of all Guarantees by such Guarantor of all
          Senior Debt of the Company; or

     (e)  the Company's designation of that Guarantor as an Unrestricted
          Subsidiary in accordance with this Indenture.

A Guarantor released upon the occurrence of any of the foregoing shall be
released from and relieved of its obligations under its Subsidiary Guarantee
upon execution and delivery of a supplemental indenture satisfactory to the
Trustee.  Such supplemental indenture shall be accompanied by an Officers'
Certificate and an Opinion of Counsel, each stating that such supplemental
indenture and release of the Subsidiary Guarantee complies with the provisions
of this Indenture and that all conditions precedent to such supplemental
indenture and release of the Subsidiary Guarantee have been complied with.

Section 12.08.  Execution of Supplemental Indenture for Future Guarantors.
                ---------------------------------------------------------

     Each domestic Subsidiary which is required to become a Guarantor pursuant
to Section 9.16 hereof shall, and the Company shall cause each such Subsidiary
to, promptly execute and deliver to the Trustee a supplemental indenture
pursuant to which such Subsidiary shall become a Guarantor under this Article 12
and shall guarantee the Obligations.  Concurrently with the execution and
delivery of such supplemental indenture, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that such supplemental indenture has
been duly authorized, executed and delivered by such Subsidiary and that,
subject to Section 12.02 hereof, the application of bankruptcy,

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<PAGE>

insolvency, moratorium, fraudulent conveyance or transfer and other similar laws
relating to creditors' rights generally and to principles of equity, whether
considered in a proceeding at law or in equity, the Subsidiary Guarantee of such
Guarantor is a legal, valid and binding obligation of such Guarantor,
enforceable against such Subsidiary Guarantor in accordance with its terms.


                                  ARTICLE 13.

                    SUBORDINATION OF SUBSIDIARY GUARANTEES

Section 13.01.  Agreement to Subordinate.
                ------------------------

     Each Guarantor covenants and agrees, and each Holder by accepting a Note
agrees, that all payments by such Guarantor in respect of its Subsidiary
Guarantee are subordinated in right of payment, to the extent and in the manner
provided in this Article (and subject to the provisions of Article 15), to the
prior payment in full in cash of all existing and future Guarantor Senior Debt
of such Guarantor, and that the subordination is for the benefit of and
enforceable by the holders of Guarantor Senior Debt of such Guarantor.  The
Subsidiary Guaranty of each Guarantor shall in all respects rank subordinate in
right of payment to all existing and future Guarantor Senior Debt of such
Guarantor, pari passu with any future pari passu Indebtedness of such Guarantor
and senior to any future subordinated Indebtedness of such Guarantor, which by
its terms is expressly subordinated to the Guarantor Senior Debt.  All
provisions of this Article 13 shall be subject to Section 13.12 hereof.

Section 13.02.  Liquidation; Dissolution; Bankruptcy
                ------------------------------------

     Upon any payment or distribution of the assets of a Guarantor upon a total
or partial liquidation, dissolution or winding up of such Guarantor or in a
bankruptcy, reorganization, insolvency, receivership, assignment for the benefit
of creditors, marshaling of the Company's assets or liabilities, or similar
proceeding relating to such Guarantor or its property (each such event, if any,
herein sometimes referred to as a "Proceeding"):

          (a)   holders of Guarantor Senior Debt of such Guarantor shall be
entitled to receive payment in full in cash of all Obligations in respect of the
Guarantor Senior Debt before Holders are entitled to receive any payment with
respect to the Notes by such Guarantor in respect of its Subsidiary Guarantee;
and

          (b)   until all Guarantor Senior Debt of such Guarantor is paid in
full in cash, any distribution made by or on behalf of such Guarantor to which
the Holders of Notes would be entitled but for this Article 13 shall be made to
the holders of Guarantor Senior Debt of such Guarantor, as their interests may
appear, except that Holders of Notes may receive and retain shares of stock and
any debt securities that are subordinated to Guarantor Senior Debt of the
Guarantor (and to all debt

                                      111
<PAGE>

securities issued in replacement of or exchange for such Guarantor Senior Debt)
to at least the same extent as the Securities are subordinated to Senior Debt of
the Company; provided that (i) no Holder of the Notes shall have the right to
receive and retain any such junior securities if the existence of such right
would have the effect of causing the Notes to be treated in the same class of
claims as the Guarantor Senior Debt of the Guarantor or any class of claims
which is pari passu with such Guarantor Senior Debt and (ii) holders of
Guarantor Senior Debt shall be entitled to receive any cash payments to any
Holder of Notes on the account of any such junior securities until all
Obligations in respect of Guarantor Senior Debt have been paid in full in cash.

For purposes of this Section 13.02 "paid in full" or "payment in full", as used
with respect to Guarantor Senior Debt of a Guarantor, means the receipt of cash
in payment of the principal amount of such Guarantor Senior Debt and premium, if
any, thereon, interest thereon to the date of such payment, and any other
Obligations due in respect of such Guarantor Senior Debt.

     The consolidation of a Guarantor with, or the merger of such Guarantor
into, another Person or the liquidation or dissolution of such Guarantor
following the sale, conveyance, assignment, lease or transfer of all or
substantially all of its Property or assets to another Person upon the terms and
conditions set forth in Article 7 hereof shall not be deemed a Proceeding for
the purposes of this Section 13.02 if the Person formed by such consolidation or
into which such Guarantor is merged or the Person which acquires by sale,
conveyance, assignment, lease or transfer such Property or assets, as the case
may be, shall, as a part of such consolidation, merger, sale, conveyance,
assignment, lease or transfer, comply with the conditions set forth in Article 7
hereof.

Section 13.03   Default on Guarantor Senior Debt of a Guarantor.
                -----------------------------------------------

     A Guarantor may not make any payment in respect of its Subsidiary Guarantee
("make a Guarantee Payment") if (a) a default in the payment of any Obligations
relating to any Designated Guarantor Senior Debt occurs and such Obligations are
not paid within any applicable grace period (including at maturity) or (b) any
other default on Guarantor Senior Debt of the Guarantor occurs and is continuing
that permits (or that would permit, following the passage of time, the giving of
notice, or both) the holders of Designated Guarantor Senior Debt as to which the
default relates to accelerate its maturity unless, in either case, the default
has been cured or waived and any such acceleration has been rescinded or such
Designated Guarantor Senior Debt has been paid in full in cash; provided,
however, that such Guarantor may make a Guarantee Payment without regard to the
foregoing if such Guarantor and the Trustee receive written notice approving
such payment from the Representative of each issue of Designated Guarantor
Senior Debt of such Guarantor.

     During the continuance of any default (other than a default described in
clause (a), and provided that no acceleration has occurred and is continuing as
described in clause (b) of the preceding sentence) with respect to any such
Designated Guarantor Senior Debt pursuant to which the maturity thereof may be
accelerated without further notice (except such notice as may be required to
effect such acceleration), such Guarantor may not make a Guarantee Payment for a
period (a

                                      112
<PAGE>

"Guarantee Payment Blockage Period") commencing upon the receipt by such
Guarantor and the Trustee of written notice of such default from the
Representative of the holders of any such Designated Guarantor Senior Debt of
such Guarantor specifying an election to effect a Guarantee Payment Blockage
Period (a "Guarantee Payment Blockage Notice") and ending 179 days after receipt
of such notice by such Guarantor and the Trustee unless earlier terminated (i)
by written notice to such Guarantor and the Trustee from each Representative
which gave such Guarantee Payment Blockage Notice, (ii) because such default is
no longer continuing or (iii) because all Designated Guarantor Senior Debt of
such Guarantor for which the Guarantor Payment Blockage Notice was given
(whether by virtue of the initial Guarantor Payment Blockage Notice or by virtue
of its Representative joining in the initial Guarantor Payment Blockage Notice
as described below in this paragraph) has been repaid in full in cash. Within
three days after receipt of a Guarantor Payment Blockage Notice from the
Representative of any issue of Designated Guarantor Senior Debt, such Guarantor
shall notify the holders of each other issue of Designated Guarantor Senior Debt
of such Guarantor's receipt of the Guarantor Payment Blockage Notice by sending
a notice (the "Notice") by registered mail to each person and address that each
holder of each such other issue of Designated Guarantor Senior Debt previously
has designated to such Guarantor in writing. In the absence of a specific
designation, such Guarantor shall send the Notice to each person and address
specified for notices under the applicable agreement under which such Designated
Guarantor Senior Debt is outstanding. The Notice shall specify the default or
defaults to which the Guarantor Payment Blockage Notice relates (the "Blockage
Default"). In the Notice, such Guarantor shall offer the holders of each such
other issue of Designated Guarantor Senior Debt, acting through the
Representative of such Designated Guarantor Senior Debt, the opportunity,
retroactive to the effective date of the Guarantor Payment Blockage Notice, to
join in the Guarantor Payment Blockage Notice if the Blockage Default also
constitutes a default (including, without limitation, by operation of a cross-
default or similar provision) under the terms of such holders' Designated
Guarantor Senior Debt. Each Representative of Designated Guarantor Senior Debt
that notifies such Guarantor in writing, in the manner specified in such
Designated Guarantor Senior Debt, within 20 days after such Guarantor's sending
of the Notice, that such Representative intends to join in the Guarantor Payment
Blockage Notice will be deemed to have given the original Guarantor Payment
Blockage Notice. Such Guarantor may not repay any Designated Guarantor Senior
Debt from the time of its receipt of a Guarantor Payment Blockage Notice until
the expiration of such 20-day period without the prior written consent of the
Representative of each issue of Designated Guarantor Senior Debt.

     Notwithstanding the provisions described in the immediately preceding
paragraph, unless the holders of such Designated Guarantor Senior Debt or the
Representative of such holders shall have accelerated the maturity of such
Designated Guarantor Senior Debt and not rescinded such acceleration, such
Guarantor may and shall (unless otherwise prohibited pursuant to the first
sentence of this Section) resume making Guarantee Payments after the end of such
Guarantee Payment Blockage Period.  No more than one Guarantee Payment Blockage
Notice may be given with respect to each Guarantor in any consecutive 360-day
period, and no nonpayment default that existed or was continuing on the date of
delivery of any Guarantee Payment Blockage Notice to the Trustee shall

                                      113
<PAGE>

be, or be made, the basis for a subsequent Guarantee Payment Blockage Notice
unless such default shall have been cured or waived for a period of not less
than 180 days.

Section 13.04.  Acceleration of Payment of Notes.
                --------------------------------

     If payment of the Notes is accelerated because of an Event of Default, the
Company or the Trustee shall promptly notify the Representative of each issue of
Designated Guarantor Senior Debt of the Guarantors of the acceleration; provided
that such acceleration shall not be effective until the earlier of an
acceleration of the Designated Guarantor Senior Debt or five Business Days after
such notice is received.

Section 13.05.  When Guarantee Payment Must Be Paid Over.
                ----------------------------------------

     If a Guarantor makes a Guarantee Payment to the Trustee or Holders with
respect to any Obligations relating to the Notes at a time when the Trustee or
such Holder has actual knowledge that such payment is prohibited by Section
13.02, 13.03 or 13.04 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 to, the holders of Guarantor Senior Debt (pro rata as to each of such
holders on the basis of the respective amounts of Guarantor Senior Debt held by
them) or their Representative or the trustee under this indenture or other
agreement (if any) pursuant to which Guarantor Senior Debt may have been issued,
as their respective interests may appear, for application to the payment of all
Obligations with respect to Guarantor Senior Debt remaining unpaid to the extent
necessary to pay such Obligations in full in accordance with its terms, after
giving effect to any concurrent payment or distribution to or for the holders of
Guarantor Senior Debt.

Section 13.06.  Subrogation.
                -----------

     After all Guarantor Senior Debt of a Guarantor is paid in full in cash and
until the Securities are paid in full, the Holders shall be subrogated to the
rights of the holders of Guarantor Senior Debt of such Guarantor to receive
distributions applicable to such Guarantor Senior Debt to the extent that
distributions otherwise payable to the Holders have been applied to the payment
of Guarantor Senior Debt.  A distribution made under this Article 13 to holders
of Guarantor Senior Debt of a Guarantor which otherwise should have been made to
Holders is not, as between such Guarantor and the Holders, payment by such
Guarantor on such Guarantor Senior Debt.

Section 13.07.  Relative Rights.
                ---------------

     This Article 13 defines the relative rights of Holders and holders of
Guarantor Senior Debt of a Guarantor.  Nothing in this Indenture shall:

                                      114
<PAGE>

          (a)   impair, as between a Guarantor and the Holders, the obligation
of such Guarantor, which is absolute and unconditional, to make any Guarantee
payment in accordance with the terms of its Subsidiary Guarantee;

          (b)   affect the relative rights of Holders and creditors of the
Guarantors other than their rights in relation to holders of Guarantor Senior
Debt of the Guarantors; or

          (c)   except as set forth in Sections 13.03 and 13.04 hereof, prevent
the Trustee or any Holder from exercising its available remedies upon a Default
or Event of Default, subject to the rights of holders of Guarantor Senior Debt
of such Guarantor to receive payments and distributions otherwise payable to
Holders.

Section 13.08.  Subordination May Not be Impaired by the Guarantor.
                --------------------------------------------------

     No right of any holder of Guarantor Senior Debt of a Guarantor to enforce
the subordination of the obligation of such Guarantor pursuant to its Subsidiary
Guarantee shall be impaired by any act or failure to act by such Guarantor or by
its failure to comply with this Indenture.

Section 13.09.  Rights of Trustee and Paying Agent.
                ----------------------------------

     Notwithstanding Section 13.03 hereof (but subject to Section 13.05 hereof),
the Trustee or any Paying Agent may continue to make Guarantee Payments and
shall not be charged with knowledge of the existence of facts that would
prohibit the making of any such Guarantee Payment unless, not less than two
Business Days prior to the date of any such payment, a Responsible Officer of
the Trustee receives written notice reasonably satisfactory to it that Guarantee
Payments may not be made under this Article 13.  Only a Guarantor, the Company,
a Representative or a holder of a class of Guarantor Senior Debt of a Guarantor
that has no Representative may give the notice.  Prior to the receipt of such
notice, the Trustee and any Paying Agent shall be entitled in all respects to
assume that no such facts exist.  In any case, the Trustee shall have no
responsibility to the holders of Guarantor Senior Debt of a Guarantor for
payments made to Holders by a Guarantor or any Paying Agent unless cash payments
are made at the direction of the Trustee more than one Business Day after
receipt of such notice referred to above.

Section 13.10.  Distribution of Notice to Representative.
                ----------------------------------------

     Whenever a distribution is to be made or a notice given to holders of
Guarantor Senior Debt of the Guarantors, the distribution may be made and the
notice given to their Representative (if any).

Section 13.11   Trust Moneys Not Subordinated.
                -----------------------------

     Notwithstanding anything contained herein to the contrary, payments from
money or the proceeds of Government Securities held in trust under Article 15 by
the Trustee for the payment of

                                      115
<PAGE>

principal of and interest on the Securities shall not be subordinated to the
prior payment of any Guarantor Senior Debt of the Guarantors or subject to the
restrictions set forth in this Article 13, and none of the Holders or the
Trustee shall be obligated to pay over any such amount to the Company or any
holder of Guarantor Senior Debt of the Guarantors or any other creditor of the
Guarantors or any Representative.

Section 13.12.  Trustee Entitled to Rely.
                ------------------------

     Upon any payment or distribution pursuant to this Article 13, the Trustee
and the Holders shall be entitled to rely (i) upon any order or decree of a
court of competent jurisdiction in which any proceedings of the nature referred
to in Section 13.02 hereof are pending, (ii) upon a certificate of the
liquidating trustee, receiver, trustee in bankruptcy or agent or other Person
making such payment or distribution to the Trustee or to the Holders or (iii)
upon the Representatives for the holders of Guarantor Senior Debt of a Guarantor
or such holders if there is no Representative with respect to any Guarantor
Senior Debt of a Guarantor, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of Guarantor Senior
Debt of a Guarantor and other Indebtedness, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article 13.  In the event that the Trustee
determines, in good faith, that evidence is required with respect to the right
of any Person as a holder of Guarantor Senior Debt of a Guarantor to participate
in any payment or distribution pursuant to this Article, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of such Guarantor Senior Debt held by such Person, the extent to
which such Person is entitled to participate in such payment or distribution and
other facts pertinent to the rights of such Person under this Article 13, and,
if such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.  The provisions of Section 5.03 hereof shall be applicable to all
actions or omissions of actions by the Trustee pursuant to this Article 13.

Section 13.13.  Trustee to Effectuate Subordination.
                -----------------------------------

     Each Holder by accepting a Security authorizes and directs the Trustee on
his behalf to take such action as may be necessary or appropriate to acknowledge
or effectuate the subordination between the Holders and the holders of Guarantor
Senior Debt of the Guarantors as provided in this Article 13 and appoints the
Trustee as attorney-in-fact for any and all such purposes.

Section 13.14.  Trustee Not Fiduciary for Holders of Guarantor Senior Debt of
                -------------------------------------------------------------
                the Guarantors.
                --------------

     The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Guarantor Senior Debt of the Guarantors and shall not be liable to any such
holders if it shall mistakenly pay over or distribute to Holders or the Company
or any other Person, money or assets to which any holders of Guarantor Senior
Debt of the Guarantors shall be entitled by virtue of this Article 13 or
otherwise, except if such mistake was the result of the Trustee's gross
negligence or wilful misconduct.  With

                                      116
<PAGE>

respect to the holders of Guarantor Senior Debt of the Guarantors, the Trustee
undertakes to perform or to observe only such of its covenants or obligations as
are specifically set forth in this Article 13 and no implied covenants or
obligations with respect to holders of Guarantor Senior Debt of the Guarantors
shall be read into this Indenture against the Trustee.

Section 13.15.  Reliance by Holders of Guarantor Senior Debt of the Guarantors
                --------------------------------------------------------------
                on Subordination Provisions.
                ---------------------------

     Each Holder by accepting a Note acknowledges and agrees that the foregoing
subordination provisions are, and are intended to be, an inducement and a
consideration to each holder of any Guarantor Senior Debt of the Guarantors,
whether such Guarantor Senior Debt was created or acquired before or after the
issuance of the Notes, to acquire and continue to hold, or to continue to hold,
such Guarantor Senior Debt and such holder of Guarantor Senior Debt shall be
deemed conclusively to have relied on such subordination provisions in acquiring
and continuing to hold, or in continuing to hold, such Guarantor Senior Debt.

Section 13.16.  Proofs of Claim.
                ---------------

     In the event that a Guarantor is subject to any proceeding under any
bankruptcy, insolvency or analogous laws and the Holders and the Trustee fail to
file any proof of claim permitted to be filed in such proceeding with respect to
the Subsidiary Guarantees, then any Representative of Guarantor Senior Debt of
the Guarantors or any holder thereof if there is no Representative therefor may
file such proof of claim no earlier than the later of (i) the expiration of 15
days after such Representative notified the Trustee and the Company of its
intention to do so and (ii) 30 days preceding the last day it is permitted to
file such claim.

Section 13.17.  Rights of Trustee as Holder of Guarantor Senior Debt of the
                -----------------------------------------------------------
                Guarantors; Preservation of Trustee's Rights.
                --------------------------------------------

     The Trustee in its individual capacity shall be entitled to all the rights
set forth in this Article 13 with respect to any Guarantor Senior Debt of the
Guarantors which may at any time be held by it, to the same extent as any other
holder of Guarantor Senior Debt of the Guarantors, and nothing in this Indenture
shall deprive the Trustee of any of its rights as such holder.

     Nothing in this Article 13 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 5.07 hereof.

Section 13.18.  Article Applicable to Paying Agents.
                -----------------------------------

     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 13 shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying

                                      117
<PAGE>

Agent within its meaning as fully for all intents and purposes as if such Paying
Agent were named in this Article 13 in addition to or in place of the Trustee;
provided, however, that neither Section 13.09 hereof nor Section 13.12 hereof
shall apply to the Company or any Wholly Owned Subsidiary of the Company if it
or such Wholly Owned Subsidiary acts as Paying Agent.

Section 13.19.   Liquidation, Dissolution and Bankruptcy
                 ---------------------------------------

     To the extent any payment of Guarantor Senior Debt of a Guarantor  (whether
by or on behalf of such Guarantor, as proceeds of security or enforcement of any
right of setoff or otherwise) is declared to be a fraudulent or preferential
transfer, 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 Guarantor
Senior Debt of such Guarantor or part thereof originally intended to be
satisfied shall for purposes of this Article 13 be deemed to be reinstated and
outstanding as if such payment had not occurred.  To the extent the obligation
to repay any Guarantor Senior Debt of such Guarantor is declared to be
fraudulent or invalid or otherwise set aside under any bankruptcy, insolvency,
receivership, fraudulent conveyance or similar law, then the obligation so
declared fraudulent or invalid or otherwise set aside (and all other amounts
that would have come due with respect thereto had such obligation not been so
affected) shall for purposes of this Article 13 be deemed to be reinstated and
outstanding as Guarantor Senior Debt of such Guarantor as if such declaration,
invalidity or setting aside had not occurred.


                                  ARTICLE 14.

                      CHANGE OF CONTROL TRIGGERING EVENT

Section 14.01.   Change of Control Triggering Event.
                 ----------------------------------

     If a Change of Control occurs, each Holder of Notes will have the right to
require the Company to make an offer (the "Change of Control Offer") to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
that Holder's Notes.  In the Change of Control Offer, the Company will offer a
payment in cash equal to 101% of the aggregate principal amount of Notes
repurchased plus accrued and unpaid interest thereon, if any, to the date of
purchase (the "Change of Control Payment").

Section 14.02.   Change of Control.
                 -----------------

     Within 30 calendar days following any Change of Control, the Company shall
mail a notice to each Holder stating (i) that the Change of Control Offer is
being made pursuant to Section 14.01 and that all Notes tendered will be
accepted for payment; (ii) the purchase price and the purchase

                                      118
<PAGE>

date, which shall be no earlier than 30 calendar days nor later than 60 calendar
days from the date such notice is mailed (the "Change of Control Payment Date");
(iii) that any Note not tendered will continue to accrue interest; (iv) 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 will cease to
accrue interest after the Change of Control Payment Date; (v) that Holders
electing to have any Notes purchased pursuant to a Change of Control Offer will
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 Payment Agent at
the address specified in the notice prior to the close of business on the third
Business Day preceding the Change of Control Payment Date; (vi) that Holders
will be entitled to withdraw their election if the Payment 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 such Holder's
election to have such Notes purchased; and (vii) that Holders whose Notes are
being purchased only in part will be issued new Notes equal in principal amount
to the unpurchased portion of the Notes surrendered, which unpurchased portion
must be equal to $1,000 in principal amount or an integral multiple thereof. The
Company shall comply with the requirements 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. To the extent that the provisions of any
securities laws or regulations with respect to the procedural requirements for
tender offers conflict with the Change of Control provisions of this Indenture,
the Company will comply with the applicable securities laws and regulations with
respect to those procedural requirements and will not be deemed to have breached
its obligations under the Change of Control provisions of this Indenture by
virtue of such conflict.

     On the Change of Control Payment Date, the Company will, to the extent
     lawful:

     (a) accept for payment all Notes or portions thereof properly tendered
     pursuant to the Change of Control Offer;

     (b) deposit with the Paying Agent the Change of Control Payment in respect
     of all Notes or portions thereof so tendered; and

     (c) 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 to each Holder of Notes so tendered
the Change of Control Payment for such Notes, and the Trustee will 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 will be in a principal
amount of $1,000 or an integral multiple thereof.  The Company shall publicly
announce

                                      119
<PAGE>

the results of the Change of Control Offer on or as soon as practicable after
the Change of Control Payment Date.

     Notwithstanding anything to the contrary in this Section 14.02, 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
14.02 hereof and purchases all Notes validly tendered and not withdrawn under
such Change of Control Offer.


                                  ARTICLE 15.

                   LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 15.01.   Company's Option to Effect Defeasance or Covenant Defeasance.
                 ------------------------------------------------------------

     The Company may at its option by Board Resolution, at any time, elect to
have either Section 15.02 or Section 15.03 hereof applied to the Outstanding
Securities upon compliance with the conditions set forth below in this Article
15.

Section 15.02.   Defeasance and Discharge.
                 ------------------------

     Upon the Company's exercise of the option provided in Section 15.01 hereof
applicable to this Section 15.02, the Company and the Guarantors shall be deemed
to have been discharged from their obligations with respect to the Outstanding
Securities, on and after the date the conditions set forth below are satisfied
(hereinafter, "defeasance"), except as set forth below.  For this purpose, such
defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by the Outstanding Securities, which shall
thereafter be deemed to be "outstanding" only for the purposes of Section 15.05
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 Securities and
this Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated
or discharged hereunder:  (a) the rights of Holders of such Securities to
receive, solely from the trust fund described in Section 15.04 hereof and as
more fully set forth in such Section, payments in respect of the principal of
(and premium, if any) and interest, on such Securities when such payments are
due from the trust, (b) the Company's obligations with respect to such
Securities under Article 2 and Section 9.02 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 15. Subject to
compliance with this Article 15, the Company may exercise its option under this
Section 15.02 notwithstanding the prior exercise of its option under Section
15.03 hereof.

                                      120
<PAGE>

Section 15.03.   Covenant Defeasance.
                 -------------------

     Upon the Company's exercise of the option provided in Section 15.01
applicable to this Section, (a) the Company shall be released from its
obligations under Articles 7 and 14 hereof and Sections 9.06 through 9.17
hereof, inclusive, and (b) the occurrence of an event specified in Sections
4.01(c), 4.01(d), 4.01(e), 4.01(f), 4.01(g), 4.01(i) and 4.01(j) shall not be
deemed to be an Event of Default (hereinafter, "covenant defeasance"), and the
Securities shall thereafter be deemed not Outstanding for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed Outstanding for all other purposes hereunder (it being
understood that such Notes shall not be deemed Outstanding for accounting
purposes) and holders of the Securities and the amounts deposited under Section
15.05 hereof shall cease to be subjected to any obligations to, or the rights
of, any holder of Senior Debt. For this purpose, such covenant defeasance means
that 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 Section, Clause, or
Article, whether directly or indirectly by reason of any reference elsewhere
herein to any such Section, Clause, or Article or by reason of any reference in
any such Section, Clause, or Article to any other provision herein or in any
other document, and such non-compliance shall not constitute a Default or an
Event of Default under Section 4.01 hereof, but, except as specified above, the
remainder of this Indenture and such Securities shall be unaffected thereby.

Section 15.04.   Conditions to Defeasance or Covenant Defeasance.
                 -----------------------------------------------

     The following shall be the conditions to application of either Section
15.02 or Section 15.03 hereof to the then Outstanding Securities:

     (a) The Company shall irrevocably have deposited or caused to be deposited
with the Trustee (or another trustee satisfying the requirements of Section 5.10
hereof who shall agree to comply with the provisions of this Article 15
applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities,

          (i)    cash in U.S. dollars in an amount sufficient to pay and
discharge, and which shall be applied by the Trustee (or other qualifying
trustee) to pay and discharge, the principal of (premium, if any) and each
installment of interest, on the Securities on the Stated Maturity of such
principal in accordance with the terms of this Indenture and of such Securities,
or

          (ii)   Government Securities which through the scheduled payment of
principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment, money in an
amount sufficient in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee, to pay and discharge, and which shall be applied by the Trustee (or
other qualifying trustee)

                                      121
<PAGE>

to pay and discharge, the principal of (premium, if any) and each installment of
interest, on the Securities on the Stated Maturity of such principal in
accordance with the terms of this Indenture and of such Securities, or,

          (iii)  a combination thereof, sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or other qualifying trustee) to pay
and discharge, the principal of (premium, if any) and each installment of
interest, on the Securities on the Stated Maturity of such principal in
accordance with the terms of this Indenture and of such Securities.

     (b) In the case of an election under Section 15.02 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in a form reasonably
acceptable to the Trustee stating that (x) the Company has received from, or
there has been published by, the Internal Revenue Service a ruling, or (y) 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 shall confirm that, the Holders of the Outstanding Securities will not
recognize income, gain, or loss for federal income tax purposes as a result of
such deposit, defeasance, and discharge and will be subject to federal income
tax on the same amount, in the same manner and at the same times as would have
been the case if such deposit, defeasance and discharge not occurred.

     (c) In the case of an election under Section 15.03 hereof, the Company
shall have delivered to the Trustee an Opinion of Counsel in a form reasonably
acceptable to the Trustee to the effect that the Holders of the Outstanding
Securities will not recognize income, gain, or loss for federal income tax
purposes as a result of such deposit and covenant defeasance and will be subject
to federal income tax on the same amount, in the same manner and at the same
times as would have been the case if such deposit and covenant defeasance had
not occurred.

     (d) No Default or Event of Default shall have occurred and be continuing
either (i) 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 (ii)
insofar as Section 4.01(i)  or 4.01(j) hereof is concerned, at any time during
the period ending on the 91st day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied  until the
expiration of such period).

     (e) Such defeasance or covenant defeasance shall not result in a breach or
violation of, or constitute a default under, any other material agreement or
instrument (other than this Indenture) to which the Company or any of its
Restricted Subsidiaries is a party or by which the Company or any of its
Restricted Subsidiaries is bound.

     (f) The Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that after the 91st day following such deposit, the trust funds
will not be subject to the effect of any

                                      122
<PAGE>

applicable bankruptcy, insolvency, reorganization, or similar laws affecting
creditors' rights generally.

     (g) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to either the defeasance under Section 15.02 hereof or the
covenant defeasance under Section 15.03 hereof (as the case may be) have been
complied with.

     (h) The Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders of Securities over the other creditors of the Company
or with the intent of defeating, hindering, delaying, or defrauding creditors of
the Company or others.

Section 15.05.   Deposited Money and Government Securities to be Held in Trust;
                 --------------------------------------------------------------
                 Other Miscellaneous Provisions.
                 ------------------------------

     Subject to the provisions of the last paragraph of Section 9.03 hereof, all
money and Government Securities (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee - collectively, for purposes of this
Section 15.05, the "Trustee") pursuant to Section 15.04 hereof in respect of the
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such Securities,
of all sums due and to become due thereon in respect of principal (and premium,
if any) and interest but such money need not be segregated from other funds
except to the extent required by law.

     The Company shall pay and indemnify the Trustee its officers, directors,
employees and agents against any tax, fee or other charge imposed on or assessed
against the Government Securities deposited pursuant to Section 15.04 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 Securities. The indemnity of this Section 15.05 shall survive the
termination of this Indenture or the earlier resignation or removal of the
Trustee.

     Anything in this Article 15 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or Government Securities held by it as provided in Section 15.04 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect an equivalent defeasance or covenant defeasance.

                                      123
<PAGE>

Section 15.06.   Reinstatement.
                 -------------

     If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 15.02 or 15.03 by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to this Article 15 until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 15.02 or 15.03
hereof; provided, however, that if the Company makes any payment of principal of
(and premium, if any) or any applicable interest on any Security following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money held by
the Trustee or the Paying Agent.


                                  ARTICLE 16.

                                 MISCELLANEOUS

Section 16.01.   Compliance Certificates and Opinions.
                 ------------------------------------

     Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee such certificates and opinions as may be required under the Trust
Indenture Act.  Each such certificate or opinion shall be given in the form of
an Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

     (1) a statement that each individual signing such certificate or opinion
has read such covenant or condition and the definitions herein relating thereto;

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

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

     (4) a statement as to whether, in the opinion of each such individual, such
condition or covenant has been complied with.

                                      124
<PAGE>

     The Company is required to deliver to the Trustee annually a statement
regarding compliance with this Indenture.  Upon becoming aware of any Default or
Event of Default, the Company is required to deliver to the Trustee a statement
specifying such Default or Event of Default.

Section 16.02.   Form of Documents Delivered to Trustee.
                 --------------------------------------

     In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

     Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which such certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

     Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

Section 16.03.   Acts of Holders; Record Dates.
                 -----------------------------

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by a specified
percentage of Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by the specified percentage of
Holders in person or by an agent duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Holders signing such instrument or instruments.  Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and shall be conclusive in favor
of the Trustee and the Company, if made in the manner provided in this Section
16.03.

                                      125
<PAGE>

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof.  Where such execution is
by a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority.  The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient, including the execution
of such instrument or writing without more.

     (c) The Company may, in the circumstances permitted by the Trust Indenture
Act, fix any day as the record date for the purpose of determining the Holders
entitled to give or take any request, demand, authorization, direction, notice,
consent, waiver or other action, or to vote on any action, authorized or
permitted to be given or taken by Holders.  If not set by the Company prior to
the first solicitation of a Holder made by any Person in respect of any such
action, or, in the case of any such vote, prior to such vote, the record date
for any such action or vote shall be the 30th day (or, if later, the date of the
most recent list of Holders required to be provided pursuant to Section 6.01
hereof) prior to such first solicitation or vote, as the case may be.  With
regard to any record date, only the Holders on such date (or their duly
designated proxies) shall be entitled to give or take, or vote on, the relevant
action.

     (d) The ownership, principal amount and serial numbers of Securities held
by any Person, and the date of holding the same, shall be proved by the Security
Register.

     (e) Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Security.

Section 16.04.   Notices.
                 -------

     Any notice or communication shall be in writing and delivered in person, or
sent by registered or certified mail, by air courier guaranteeing overnight
delivery or by fax (promptly confirmed by telephone) and addressed as follows:

                                      126
<PAGE>

     if to the Company or any Subsidiary Guarantor:

          Western Gas Resources, Inc.
          12200 N. Pecos Street
          Denver, Colorado  80234
          Fax:  (303) 252-3362
          Attn:  Treasurer

     with a copy to:

          Skadden, Arps, Slate, Meagher &  Flom LLP
          919 Third Avenue
          New York, New York  10022-3897
          Fax:  (212) 735-3664
          Attn:  Susan S. Sutherland

     if to the Trustee:

          For payment, registration, transfer, exchange and tender of the
          ---------------------------------------------------------------
          Securities:
          -----------

          By Hand:
          -------
          Chase Bank of Texas, National Association
          One Main Place
          1201 Main Street, 18th Floor
          Dallas, Texas  75202
          Phone:  214/871-9393 or 800/275-2048
          Attn:  Registered Bond Events

          By Mail:
          -------
          Chase Bank of Texas, National Association
          P. O. Box 2320
          Dallas, Texas  75221-2320
          Phone:  214/871-9393 or 800/275-2048
          Attn:  Registered Bond Events

          For all other communications relating to the Securities:
          -------------------------------------------------------
          Chase Bank of Texas, National Association
          600 Travis Street, Suite 1150
          Houston, Texas  77002
          Phone:  713/216-6686
          Fax:  713/216-5476
          Attn:  Capital Markets Fiduciary Services

                                      127
<PAGE>

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

     Any notice or communication sent to a Holder shall be sent to the Holder at
the Holder's address as it appears on the registration books of the Registrar
and shall be sufficiently given if so sent within the time prescribed.

     Failure to send a notice or communication to a Holder or any defect in it
shall not effect its sufficiency with respect to other Holders.  If a notice of
communication is given in the manner provided above, it is duly given, whether
or not the addressee receives it.

Section 16.05.   Conflict with Trust Indenture Act.
                 ---------------------------------

     If any provision hereof limits, qualifies or conflicts with a provision
which is required to be included in this Indenture by the Trust Indenture Act,
the latter provision shall control.  If any provision of this Indenture modifies
or excludes any provision of the Trust Indenture Act that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or to be excluded, as the case may be.

Section 16.06.   Effect of Headings and Table of Contents.
                 ----------------------------------------

     The Article and Section headings herein, the table of contents and the
cross-reference sheet are for convenience only and shall not affect the
construction hereof.

Section 16.07.   Successors and Assigns.
                 ----------------------

     All covenants and agreements in this Indenture by the Company and the
Guarantors in this Indenture and the Securities, as applicable, shall bind their
successors and assigns, whether so expressed or not.  All agreements of the
Trustee in this Indenture shall bind its successors.

Section 16.08.   Separability Clause.
                 -------------------

     In case any provision in this Indenture or in the Securities 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 16.09.   Benefits of Indenture.
                 ---------------------

     Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors hereunder
and the Holders, any benefit or any legal or equitable right, remedy or claim
under this Indenture.

                                      128
<PAGE>

Section 16.10.   Governing Law.
                 -------------

     THIS INDENTURE, THE SECURITIES AND THE SUBSIDIARY GUARANTEES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
(WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF).

Section 16.11.   Legal Holidays.
                 --------------

     In any case where any Redemption Date or Stated Maturity of any Security
shall not be a Business Day, then (notwithstanding any other provision of this
Indenture or of the Securities) payment of principal (and premium, if any) need
not be made on such date, but may be made on the next succeeding Business Day
with the same force and effect as if made on the Redemption Date, or at the
Stated Maturity.

Section 16.12.   No Recourse Against Others.
                 --------------------------

     No director, officer, employee, incorporator or stockholder of the Company
or any Guarantor, as such, shall have any liability for any obligations of the
Company or the Guarantors under the Securities, this Indenture, the Subsidiary
Guarantees, 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.  The 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 16.13.   Multiple 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.  One signed copy is enough to prove this Indenture.  This Indenture
may be executed in any number of counterparts, each of which shall be deemed an
original, but all such counterparts shall together constitute but one and the
same instrument.

                                      129
<PAGE>

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


                              WESTERN GAS RESOURCES, INC.


                              By:____________________________________________
                              Name:__________________________________________
                              Its:___________________________________________


                              GUARANTORS:

                              LANCE OIL & GAS COMPANY, INC.
                              MIGC, INC.
                              MOUNTAIN GAS RESOURCES, INC.
                              PINNACLE GAS TREATING, INC.
                              WESTERN GAS RESOURCES - TEXAS, INC.
                              WESTERN GAS RESOURCES-OKLAHOMA, INC.
                              WESTERN GAS WYOMING, L.L.C.



                              By:____________________________________________
                              Name:__________________________________________
                              Title:_________________________________________

                              CHASE BANK OF TEXAS, NATIONAL ASSOCIATION


                              By:____________________________________________
                              Name:__________________________________________
                              Its:___________________________________________

                                      130
<PAGE>

                                   EXHIBIT A
                              (Face of Security)


                          WESTERN GAS RESOURCES, INC.

                        10% SUBORDINATED NOTES DUE 2009

CUSIP No.  __________                                                  $________

     Western Gas Resources, Inc., a corporation duly organized and existing
under the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co. or registered assigns, the
principal sum set forth above (or such other principal sum indicated on the
Schedule attached hereto which shall not exceed $____) in United States Dollars
on June 15, 2009, and to pay interest at the rate of 10% per annum from the
Issue Date or from the most recent Interest Payment Date to which interest has
been paid or duly provided for in cash in arrears on each June 15 and December
15 to the person in whose name this Security is registered at the close of
business on the June 1 or December 1 next preceding such Interest Payment Date,
until the principal hereof is paid or made available for payment; provided,
however, in the event that (i) the Company has not filed the registration
statement relating to the Exchange Offer (the "Exchange Offer Registration
Statement") within 90 days following the Issue Date, (ii) the Exchange Offer
Registration Statement has not become effective within 180 days following the
Issue Date, (iii) the Company has not filed the resale registration statement
(the "Shelf Registration Statement") within the later of 45 days after the time
such obligation to file arises or 90 days after the Issue Date, (iv) the Shelf
Registration Statement has not become effective within 180 days of the date on
which the Shelf Registration Statement was filed, (v) the Exchange Offer has not
been consummated within 45 days after the initial effective date of the Exchange
Offer Registration Statement (if the Exchange Offer is then required to be
made), or (vi) any registration statement required by the Registration Rights
Agreement is filed and declared effective but thereafter is withdrawn by the
Company or becomes subject to an effective stop order issued pursuant to Section
8(d) of the Securities Act suspending the effectiveness of such registration
statement (except as specifically permitted in the Registration Rights
Agreement) without being succeeded immediately by an additional registration
statement filed and declared effective (each such event referred to in clauses
(i) through (vi), a "Registration Default" and each period during which a
Registration Default has occurred and is continuing, a "Registration Default
Period"), then, as liquidated damages for such Registration Default, subject to
the provisions relating to specific performance described in the Registration
Rights Agreement, special interest ("Special Interest"), in addition to the
interest that would otherwise accrue on this Security under the terms hereof and
the Indenture, without giving effect to the provisions of the Registration
Rights Agreement, will accrue at a per annum rate of .25% for the first 90 days
of the Registration Default Period, at a per annum rate of .50% for the second
90 days of the Registration Default Period, at a per annum rate of .75% for the
third 90 days of the Registration Default Period

                                      A-1
<PAGE>

and at a per annum rate of 1.0% thereafter for the remaining portion of the
Registration Default Period, provided that the aggregate Special Interest rate
shall in no event exceed 1.0% per annum. Notwithstanding anything to the
contrary set forth herein, (1) upon filing of the Exchange Offer Registration
Statement in the case of (i) above and/or the Shelf Registration Statement, in
the case of (iii) above, (2) upon the effectiveness of the Exchange Offer
Registration Statement in the case of (ii) above and/or the Shelf Registration
Statement, in the case of (iv) above, (3) upon completion of the Exchange Offer
in the case of (v) above, or (4) upon the filing of a post-effective amendment
or an additional registration statement that causes the Exchange Offer
Registration Statement and/or the Shelf Registration Statement to again be
declared effective or made usable in the case of (vi) above, the Special
Interest payable as a result of such clause (i), (ii), (iii), (iv), (v) or (vi),
as applicable, shall cease accruing and the interest rate shall revert to the
original rate prior to any Registration Default.

     Any accrued and unpaid interest on this Security upon the issuance of an
Exchange Note in exchange for this Security shall cease to be payable to the
Holder hereof, but such accrued and unpaid interest shall be payable on the next
Interest Payment Date for such Exchange Note to the Holder thereof on the
related record date.

     The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Security is registered at the close of business on the record
date for such interest, which shall be the June 1 or December 1 (whether or not
a Business Day), as the case may be, next preceding such Interest Payment Date
at the office or agency of the Company at New York, New York, maintained for
such purpose or at any other office or agency maintained by the Company for such
purchase (any such location being called a "Place of Payment"); provided,
however, that at the option of the Company payment of interest may be made by
check to the address of the Person entitled thereto as such address shall appear
on the Security Register.  Interest shall be payable in cash.  Any such interest
not so punctually paid or duly provided, and interest on such defaulted interest
at the interest rate borne by the Securities, to the extent lawful, shall be
paid to the Person in whose name this Security is registered at the close of
business on a special record date ("Special Record Date") for the payment of
such defaulted interest to be fixed by the Company with the consent of the
Trustee, notice whereof shall be given to Holders of Securities at least 15 days
prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements (if applicable) of any
securities exchange on which the Securities may be listed, and upon such notice
as may be required by such securities exchange.

     If this Security is a Global Security, all payments in respect of this
Security will be payable to the Global Security Holder in its capacity as the
registered Holder under the Indenture.  If this Security is not a Global
Security, payment of the principal of, premium, if any, and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose, or at any other Place of Payment, 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, or at the option of the Company,

                                      A-2
<PAGE>

payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register;
provided, however, that payment by wire transfer of immediately available funds
will be required with respect to principal of, premium, if any, and interest on,
all Global Securities and all other Securities the Holders of which shall have
provided wire transfer instructions to the Company as permitted under the
Indenture.

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

                 [Remainder of page intentionally left blank]


                                      A-3
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
                                   executed.

Dated:  June 15, 1999

                                    WESTERN GAS RESOURCES, INC.



                                    By:_____________________________________
                                    Name:___________________________________
                                    Title:__________________________________
Attest:_______________________
Name:_________________________
Title:________________________


               [Form of Trustee's Certificate of Authentication]

Certificate of Authentication

Dated:  June 15, 1999

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

                                    CHASE BANK OF TEXAS,
                                    NATIONAL ASSOCIATION,
                                    as Trustee


                                    By:_____________________________________
                                       Authorized Signatory


                                      A-4
<PAGE>

                              (Back of Security)

     THIS GLOBAL SECURITY IS HELD BY THE DEPOSITORY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (i) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.05 OF THE INDENTURE, (ii) THIS GLOBAL SECURITY MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.05(a) OF THE INDENTURE,
(iii) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
PURSUANT TO SECTION 2.10 OF THE INDENTURE AND (iv) THIS GLOBAL SECURITY MAY BE
TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.

     THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) TO AN
INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE
STATES OF THE UNITED STATES.

     This Security is one of a duly authorized issue of securities of the
Company designated as its 10% Senior Subordinated Notes due 2009 (herein called
the "Securities"), issued and to be issued in one or more series under an
Indenture, dated as of June 15, 1999 (as it may from time to time be
supplemented or amended by one or more supplemental indentures, herein called
the "Indenture"), by and among the Company, the Guarantors and Chase Bank of
Texas, National Association, as Trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Guarantors and the Trustee of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered. This
issue of Securities is limited in aggregate principal amount to $155,000,000.


                                      A-5
<PAGE>

     The Securities are subject to redemption at the option of the Company, in
whole or in part at any time on or after June 15, 2004, upon not less than 30
nor more than 60 days' notice mailed to each Holder of Securities to be redeemed
at such Holder's address appearing on the Securities Register, in principal
amounts of $1,000 or an integral multiple of $1,000, at the following redemption
prices (expressed as percentages of the principal amount) if redeemed during the
12-month period commencing on June 15 of each of the years set forth below,
plus, in each case, accrued and unpaid interest thereon to, but excluding, the
date of redemption.


          Year                           Percentage

          2004                           105.00%
          2005                           103.75%
          2006                           102.50%
          2007                           101.25%
          2008 and thereafter            100.00%

In addition, the Company may, at its option, use the net cash proceeds of one or
more Public Equity Offerings to redeem up to 35% of the aggregate principal
amount of the Securities originally issued under the Indenture on the Issue Date
on any one or more occasions prior to June 15, 2002, at a redemption price equal
to 110% of the aggregate principal amount so redeemed, plus accrued and unpaid
interest to the Redemption Date; provided that at least 65% of the aggregate
principal amount of Securities originally issued on the Issue Date remains
outstanding immediately after such redemption (excluding Securities held by the
Company and its subsidiaries) and such redemption must occur within 90 days
after the receipt by the Company of the net cash proceeds of such Public Equity
Offering and upon not less than 30 nor more than 60 days' notice mailed to each
Holder of Securities to be redeemed at such Holder's address appearing in the
Security Register, in principal amounts of $1,000 or an integral multiple of
$1,000.

     If less than all of the Securities are to be redeemed at any time, the
Trustee shall select if the Securities are listed, in compliance with the
requirements of the principal national securities exchange in which the
Securities are listed or, if the Securities are not so listed, on a pro rata
basis, by lot or by such manner as it shall deem fair and appropriate, the
particular Securities to be redeemed; provided that Securities redeemed in part
will only be redeemed in integral multiples of $1,000.

     The Indenture provides that, subject to certain conditions, if (i) certain
Net Available Proceeds are available to the Company as a result of Asset
Dispositions or (ii) a Change of Control occurs, the Company shall be required
to make an Offer to purchase for some or all of the Securities in accordance
with the terms of the Indenture.


                                      A-6
<PAGE>

     The Indenture contains provisions for defeasance at any time of (i) the
entire indebtedness of this Security or (ii) certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth therein.

     In the event of redemption or purchase pursuant to a mandatory offer to
purchase of this Security in part only, a new Security or Securities for the
unredeemed or unpurchased portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.

     If an Event of Default shall occur and be continuing, the principal of the
Securities may be declared due and payable in the manner and with the effect
provided in the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the then Outstanding Securities. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the then Outstanding Securities, on behalf of
the Holders of all Securities, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. The Indenture also provides that, without the consent of any
Holder, the Company and the Trustee may amend the Indenture or enter into one or
more supplemental indentures to, among other things, cure any ambiguity, defect
or inconsistency, provide for uncertificated securities in addition to or in
place of certificated Securities, or make any change that would provide any
additional rights or benefits to the Holders of these Securities or that does
not adversely affect the legal rights under the Indenture of any Holder. Any
such consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest, if any, on this Security at the times, place and rate, and in the coin
or currency, herein prescribed.

     The Securities are subordinated in right of payment, to the extent and in
the manner provided in Article 11 of the Indenture, to the prior payment in full
of all Senior Debt, which includes (i) all Indebtedness outstanding under the
Senior Debt Agreements and all Hedging Obligations with respect thereto, (ii)
any other Indebtedness permitted to be incurred by the Company under the terms
of the 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 Securities or any other Indebtedness of the Company and (iii)
all Obligations with respect to the foregoing. Notwithstanding anything to the
contrary in the foregoing, Senior Debt will not include (1) any liability for
federal,


                                      A-7
<PAGE>

state, local or other taxes owed or owing by the Company, (2) any Indebtedness
of the Company to any of its Subsidiaries or other Affiliates, (3) any trade
payables, (4) any Indebtedness that is incurred in violation of the Indenture,
(5) any Indebtedness represented by preferred stock or (6) any Indebtedness
evidenced by the Securities. To the extent provided in the Indenture, Senior
Debt must be paid before the Securities may be paid. The Company agrees and each
Holder of Securities by accepting a Security consents and agrees to the
subordination provided in the Indenture and authorizes the Trustee to give it
effect.

     Pursuant to, and as fully set forth in Articles 12 and 13 of the Indenture,
each Guarantor has unconditionally and irrevocably guaranteed, jointly and
severally, to each Holder and to the Trustee and its successors and assigns on a
senior subordinated basis (a) the full and punctual payment of principal of,
premium, if any, and interest on the Securities when due, whether at maturity,
by acceleration, by redemption or otherwise, and all other monetary obligations
of the Company under the Indenture and the Securities and (b) the full and
punctual performance within applicable grace periods of all other Obligations of
the Company under the Indenture and the Securities.

     As provided in the Indenture, the transfer of this Security is registrable
in the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of (and premium, if any) and interest, if any, on this Security are payable,
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Securities are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiples of $1,000. As provided in the
Indenture and subject to certain limitations therein set forth, Securities are
exchangeable for a like aggregate principal amount of Securities of a different
authorized denomination, as requested by the Holder surrendering the same.

     No service charge shall be made to the Holder for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     No director, officer, employee, incorporator or stockholder, as such, of
the Company or any Guarantor shall have any liability for any obligations of the
Company or the Guarantors under the Securities, the Indenture or the Subsidiary
Guarantees, for any claim based on, in respect of or by



                                      A-8
<PAGE>

reason of such obligations or their creation. Each Holder by accepting this
Security waives and releases all such liability. Such waiver and release are
part of the consideration for the issuance of this Security.

     Interest on this Security shall be computed on the basis of a 360-day year
comprised of twelve 30-day months.

     All terms used in this Security that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

     The Indenture and this Security shall be governed by and construed in
accordance with the laws of the State of New York (without giving effect to
conflicts of law principles thereof).


                                      A-9
<PAGE>

                      OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Security purchased in its entirety by the
Company pursuant to Sections 9.14 or 14.02 of the Indenture, check the box: [ ]

     If you want to elect to have only a part of this Security purchased by the
Company pursuant to Sections 9.14 or 14.02 of the Indenture, state the amount
(which must be $1,000 or integral multiples thereof): $_________________.

Dated:____________________   Your Signature:_______________________________
                                           (Sign exactly as name appears on
                                            the other side of this Security)

Signature Guarantee:___________________________________
                    (Signature must be guaranteed by a member
                    firm of a national securities exchange or a
                    commercial bank or trust company)

                                     A-10
<PAGE>

                                ASSIGNMENT FORM

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

________________________________________________________________________________
                 (Insert assignee's soc. sec. or tax I.D. no.)
________________________________________________________________________________
________________________________________________________________________________
             (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Security on the books of the Company.  The agent may substitute
another to act for him.

Dated:______________________  Your Signature:___________________________________
                                             (Sign exactly as name appears on
                                             the other side of this Security)

Signature Guarantee:_________________________________________
                    (Signature must be guaranteed by a member
                    firm of a national securities exchange or a
                    commercial bank or trust company)


                                     A-11
<PAGE>

                      SCHEDULE OF EXCHANGES OF SECURITIES

     The following exchanges of a part of this Global Security for another
Global Security or for Definitive Securities have been made:


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


                                     A-12
<PAGE>

                                   EXHIBIT B
                        FORM OF CERTIFICATE OF TRANSFER

Western Gas Resources, Inc.
12200 North Pecos Street
Denver, Colorado  80234-3439

Chase Bank of Texas, National Association
600 Travis Street, Suite 1150
Houston, Texas  77002

     Re:  Western Gas Resources, Inc. 10% Senior Subordinated Notes due 2009

     Reference is hereby made to the Indenture with respect to the above-
referenced securities, dated as of June 15, 1999 (the "Indenture"), among
Western Gas Resources, Inc., as issuer (the "Company"), the guarantors named
therein and Chase Bank of Texas, National Association, as trustee.  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

     ______________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of U.S. $_________ in such Note[s] or interests (the
"Transfer"), to  __________ (the "Transferee"), as further specified in Annex A
hereto.  In connection with the Transfer, the Transferor hereby certifies that:

     [CHECK ALL THAT APPLY]

     1.   [ ] Check if Transferee will take delivery of a beneficial interest in
the 144A Global Security or a Definitive Security pursuant to Rule 144A.  The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Security is being transferred to a Person that the
Transferor reasonably believed and believes is purchasing the beneficial
interest or Definitive Security for its own account, or for one or more accounts
with respect to which such Person exercises sole investment discretion, and such
Person and each such account is a "qualified institutional buyer" within the
meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and
such Transfer is in compliance with any applicable blue sky securities laws of
any state of the United States.  Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Security will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the 144A Global Security
and/or the Definitive Security and in the Indenture and the Securities Act.


                                      B-1
<PAGE>

     2.   [ ] Check if Transferee will take delivery of a beneficial interest in
the Temporary Regulation S Global Security or a Definitive Security pursuant to
Regulation S.  The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a person in
the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an Initial
Purchaser). Upon consummation of the proposed transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive
Security will be subject to the restrictions on Transfer enumerated in the
Private Placement Legend printed on the Regulation S Permanent Global Security,
the Regulation S Temporary Global Security and/or the Definitive Security and in
the Indenture and the Securities Act.

     3.   [ ] Check and complete if Transferee will take delivery of a
beneficial interest in the IAI Global Security or a Definitive Security pursuant
to any provision of the Securities Act other than Rule 144A or Regulation S.
The Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Securities and
Restricted Definitive Securities and pursuant to and in accordance with the
Securities Act and any applicable blue sky securities laws of any state of the
United States, and accordingly the Transferor hereby further certifies that
(check one):

     (a)  [ ] such Transfer is being effected pursuant to and in accordance with
Rule 144 under the Securities Act;

                                      or

     (b)  [ ] such Transfer is being effected to the Company or a subsidiary
thereof;

                                      or

     (c)  [ ] such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act;

                                      or


                                      B-2
<PAGE>

     (d)  [ ] such Transfer is being effected to an IAI and pursuant to an
exemption from the registration requirements of the Securities Act other than
Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies
that it has not engaged in any general solicitation within the meaning of
Regulation D under the Securities Act and the Transfer complies with the
transfer restrictions applicable to beneficial interests in a Restricted Global
Security or Restricted Definitive Securities and the requirements of the
exemption claimed, which certification is supported by (1) a certificate
executed by the Transferee in the form of Exhibit D to the Indenture and (2) if
such Transfer is in respect of a principal amount of Notes at the time of
transfer of less than U.S. $250,000, an Opinion of Counsel provided by the
Transferor or the Transferee (a copy of which the Transferor has attached to
this certification), to the effect that such Transfer is in compliance with the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Security will be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the IAI Global Security and/or the
Definitive Securities and in the Indenture and the Securities Act.

     4.   [ ]  Check if Transferee will take delivery of a beneficial interest
in an Unrestricted Global Security or of an Unrestricted Definitive Security.

     (a) [ ]  Check if Transfer is pursuant to Rule 144.  (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Security will no longer be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Global Securities, on
Restricted Definitive Securities and in the Indenture.

     (b) [ ] Check if Transfer is Pursuant to Regulation S.  (i) The Transfer is
being effected pursuant to and in accordance with Rule 904 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Security will no longer be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Global Securities, on
Restricted Definitive Securities and in the Indenture.

     (c) [ ] Check if Transfer is Pursuant to Other Exemption.  (i) The Transfer
is being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, or Rule 904
and in compliance with the transfer restrictions contained in the Indenture and
any applicable blue sky securities laws of any State of the United


                                      B-3
<PAGE>

States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Security will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Securities or Restricted Definitive Securities and in the Indenture.

                                      B-4

<PAGE>

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                                    -----------------------------------
                                    [Insert Name of Transferor]


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


Dated:
      --------------,-----

                                      B-5
<PAGE>

                      ANNEX A TO CERTIFICATE OF TRANSFER

     1.   The Transferor owns and proposes to transfer the following:

          [CHECK ONE OF (a) OR (b)]

          (a) [_]    a beneficial interest in the:

              (i)    [_] 144A Global Security (CUSIP _________); or

              (ii)   [_] Regulation S Global Security (CUSIP _________); or

              (iii)  [_] IAI Global Security (CUSIP ________); or

          (b) [_] a Restricted Definitive Security.

     2.   After the Transfer the Transferee will hold:

          [CHECK ONE]

          (a) [_]    a beneficial interest in the:

              (i)    [_] 144A Global Security (CUSIP ________); or

              (ii)   [_] Regulation S Global Security (CUSIP ________); or

              (iii)  [_] IAI Global Security (CUSIP ________); or

              (iv)   [_] Unrestricted Global Security (CUSIP ________); or

          (b) [_] a Restricted Definitive Security; or

          (c) [_] an Unrestricted Definitive Security, in accordance with the
terms of the Indenture.

                                      B-6
<PAGE>

                                   EXHIBIT C
                        FORM OF CERTIFICATE OF EXCHANGE

Western Gas Resources, Inc.
12200 North Pecos Street
Denver, Colorado  80234-3439

Chase Bank of Texas, National Association
600 Travis Street, Suite 1150
Houston, Texas  77002

     Re:  Western Gas Resources, Inc. 10% Senior Subordinated Notes due 2009
          (CUSIP _____________)

     Reference is hereby made to the Indenture with respect to the above-
referenced securities, dated as of June 15, 1999 (the "Indenture"), among
Western Gas Resources, Inc., as issuer (the "Company"), the guarantors named
therein and Chase Bank of Texas, National Association, as trustee.  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

     ____________, (the "Owner") owns and proposes to exchange the Note[s] or
interest in such Note[s] specified herein, in the principal amount of U.S.
$____________ in such Note[s] or interests (the "Exchange").  In connection with
the Exchange, the Owner hereby certifies that:

     1.   Exchange of Restricted Definitive Securities or Beneficial Interests
in a Restricted Global Security for Unrestricted Definitive Securities or
Beneficial Interests in an Unrestricted Global Security

          (a) [_] Check if Exchange is from beneficial interest in a Restricted
Global Security to beneficial interest in an Unrestricted Global Security. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Security for a beneficial interest in an Unrestricted Global Security in
an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to the Global Securities and pursuant to and in accordance with the
United States Securities Act of 1933, as amended (the "Securities Act"), (iii)
the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the beneficial interest in an Unrestricted Global
Security is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.

          (b) [_] Check if Exchange is from beneficial interest in a Restricted
Global Security to Unrestricted Definitive Security. In connection with the
Exchange of the Owner's

                                      C-1
<PAGE>

beneficial interest in a Restricted Global Security for an Unrestricted
Definitive Security, the Owner hereby certifies (i) the Definitive Security is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Restricted Global Securities and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Definitive Security is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

          (c) [_] Check if Exchange is from Restricted Definitive Security to
beneficial interest in an Unrestricted Global Security. In connection with the
Owner's Exchange of a Restricted Definitive Security for a beneficial interest
in an Unrestricted Global Security, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to Restricted Definitive Securities and pursuant to and
in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.

          (d) [_] Check if Exchange is from Restricted Definitive Security to
Unrestricted Definitive Security. In connection with the Owner's Exchange of a
Restricted Definitive Security for an Unrestricted Definitive Security, the
Owner hereby certifies (i) the Unrestricted Definitive Security is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Securities and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Unrestricted Definitive Security
is being acquired in compliance with any applicable blue sky securities laws of
any state of the United States.

     2.   Exchange of Restricted Definitive Securities or Beneficial Interests
in Restricted Global Securities for Restricted Definitive Securities or
Beneficial Interests in Restricted Global Securities

          (a) [_] Check if Exchange is from beneficial interest in a Restricted
Global Security to Restricted Definitive Security. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Security for
a Restricted Definitive Security with an equal principal amount, the Owner
hereby certifies that the Restricted Definitive Security is being acquired for
the Owner's own account without transfer. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the Restricted
Definitive Security issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Definitive Security and in the Indenture and the Securities Act.

                                      C-2
<PAGE>

          (b) [_] Check if Exchange is from Restricted Definitive Security to
beneficial interest in a Restricted Global Security. In connection with the
Exchange of the Owner's Restricted Definitive Security for a beneficial interest
in the [CHECK ONE] ___ 144A Global Security, ____ Regulation S Global Security,
___ IAI Global Security with an equal principal amount, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner's own
account without transfer and (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Restricted Global Securities
and pursuant to and in accordance with the Securities Act, and in compliance
with any applicable blue sky securities laws of any state of the United States.
Upon consummation of the proposed Exchange in accordance with the terms of the
Indenture, the beneficial interest issued will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Security and in the Indenture and the Securities Act.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.



                                         ____________________________
                                            [Insert Name of Owner]


                                         By:_________________________
                                         Name:_______________________
                                         Title:______________________

Dated: ________________, ____

                                      C-3
<PAGE>

                                   EXHIBIT D
                            FORM OF CERTIFICATE FROM
                  ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR


Western Gas Resources, Inc.
12200 North Pecos Street
Denver, Colorado  80234-3439

Chase Bank of Texas, National Association
600 Travis Street, Suite 1150
Houston, Texas  77002

     Re:  Western Gas Resources, Inc. 10% Senior Subordinated Notes due 2009

     Reference is hereby made to the Indenture with respect to the above-
referenced securities, dated as of June 15, 1999  (the "Indenture"), among
Western Gas Resources, Inc., as issuer (the "Company"), the guarantors named
therein and Chase Bank of Texas, National Association, as trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Indenture.

     In connection with our proposed purchase of U.S. $____________ aggregate
principal amount of:

     (a)  [ ]  a beneficial interest in a Global Security, or
     (b)  [ ]  a Definitive Security,

     we confirm that:

     1.   We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

     2.   We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has

                                      D-1

<PAGE>

furnished on its behalf by a U.S. broker-dealer) to you and to the Company a
signed letter substantially in the form of this letter and, if such transfer is
in respect of a principal amount of Notes, at the time of transfer of less than
U.S. $250,000, an Opinion of Counsel in form reasonably acceptable to the
Company to the effect that such transfer is in compliance with the Securities
Act, (D) outside the United States in accordance with Rule 904 of Regulation S
under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under
the Securities Act or (F) pursuant to an effective registration statement under
the Securities Act, and we further agree to provide to any person purchasing the
Definitive Security or beneficial interest in a Global Security from us in a
transaction meeting the requirements of clauses (A) through (E) of this
paragraph a notice advising such purchaser that resales thereof are restricted
as stated herein.

     3.   We understand that, on any proposed resale of the Notes or beneficial
interest therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect. We further understand that any subsequent
transfer by us of the Notes or beneficial interest therein acquired by us must
be effected through one of the Placement Agents.

     4.   We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

     5.   We are acquiring the Notes or beneficial interest therein purchased by
us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

     You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.


                                         ____________________________________
                                         [Insert Name of Accredited Investor]


                                         By:_________________________________
                                         Name:_______________________________
                                         Title:______________________________

Dated: __________________, ____

                                      D-2

<PAGE>

                                      D-3