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                                                                     EXHIBIT 4.8
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                                    INDENTURE


                                      AMONG


                  CHEVRONTEXACO FUNDING CORPORATION, As Issuer


                     CHEVRONTEXACO CORPORATION, As Guarantor


                                       and


                         JPMORGAN CHASE BANK, As Trustee


                           Dated as of August 15, 2003


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

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                                TABLE OF CONTENTS


                                   ARTICLE ONE

                                   DEFINITIONS

Section 1.01  Certain Terms Defined ...........................................2
     Attributable Debt ........................................................2
     Board of Directors .......................................................2
     Business Day .............................................................2
     Certified Resolution .....................................................2
     Commission ...............................................................3
     Company ..................................................................3
     Consolidated Adjusted Tangible Assets ....................................3
     Depository ...............................................................3
     Event of Default .........................................................3
     Executive Committee ......................................................3
     Global Security ..........................................................4
     Guarantee ................................................................4
     Guarantor ................................................................4
     Indenture ................................................................4
     Interest Payment Date ....................................................4
     Officers' Certificate ....................................................4
     Opinion of Counsel .......................................................4
     Original Issue Discount Security .........................................4
     Outstanding ..............................................................5
     Paying Agent .............................................................5
     Periodic Offering ........................................................5
     Person ...................................................................5
     Principal Property .......................................................5
     Record Date ..............................................................6
     Redemption Date ..........................................................6
     Redemption Price .........................................................6
     Register .................................................................6
     Responsible Officer ......................................................6
     Restricted Subsidiary ....................................................6
     Security or Securities ...................................................6
     Securityholder; Holder ...................................................6
     Series ...................................................................6
     Stated Maturity ..........................................................7
     Subsidiary ...............................................................7
     Supplemental Indenture ...................................................7
     Trustee ..................................................................7
     Trust Indenture Act of 1939 ..............................................7
     United States Dollars ....................................................7

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                                   ARTICLE TWO

            ISSUE, DESCRIPTION, EXECUTION, REGISTRATION, TRANSFER AND
                             EXCHANGE OF SECURITIES

Section 2.01  Amount, Series, Execution, Authentication and Delivery of
              Securities ......................................................7
Section 2.02  Form of Securities and Trustee's Certificate of
              Authentication .................................................10
Section 2.03  Denominations; Payment of Interest on Securities ...............11
Section 2.04  Execution of Securities ........................................12
Section 2.05  Registration, Transfer and Exchange of Securities ..............12
Section 2.06  Temporary Securities ...........................................13
Section 2.07  Mutilated, Destroyed, Lost or Stolen Securities ................14
Section 2.08  Cancellation and Destruction of Surrendered Securities .........14
Section 2.09  Securities in Global Form; Depositories ........................14

                                  ARTICLE THREE

                            REDEMPTION OF SECURITIES

Section 3.01  Redemption of Securities .......................................15
Section 3.02  Notice of Redemption ...........................................16
Section 3.03  Selection of Securities for Redemption .........................16
Section 3.04  Partial Redemption of Registered Security ......................16
Section 3.05  Effect of Redemption ...........................................16

                                  ARTICLE FOUR

                 THE GUARANTEE BY AND COVENANTS OF THE GUARANTOR

Section 4.01  Guarantee ......................................................17
Section 4.02  Proceedings Against the Guarantor ..............................18
Section 4.03  Guarantee for Benefit of Securityholders .......................18
Section 4.04  Corporate Existence of Guarantor; Consolidation, Merger,
              Sale or Transfer ...............................................19
Section 4.05  Securities to Be Secured in Certain Events .....................19
Section 4.06  Limitations on Liens ...........................................19
Section 4.07  Limitation on Sale and Leaseback ...............................20
Section 4.08  Notice of Default ..............................................21
Section 4.09  Waiver of Certain Covenants of Guarantor .......................21

                                  ARTICLE FIVE

                             SECURITYHOLDERS' LISTS

Section 5.01  Company to Furnish Trustee Information As to the Names and
              Addresses of Securityholders ...................................21
Section 5.02  Preservation of Information; Communication to
              Securityholders ................................................22
Section 5.03  Reports by Company and Guarantor ...............................23
Section 5.04  Reports by Trustee .............................................23

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                                   ARTICLE SIX

         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

Section 6.01  Events of Default; Acceleration, Waiver of Default and
              Restoration of Position and Rights  ............................24
Section 6.02  Covenant of Company to Pay to Trustee Whole Amount Due
              on Securities on Default in Payment of Interest
              or Principal ...................................................26
Section 6.03  Trustee May File Proofs of Claim ...............................27
Section 6.04  Trustee May Enforce Claims Without Possession of
              Securities .....................................................27
Section 6.05  Application of Moneys Collected By Trustee .....................28
Section 6.06  Limitation on Suits By Holders of Securities ...................28
Section 6.07  Rights and Remedies Cumulative .................................29
Section 6.08  Delay or Omission Not Waiver ...................................29
Section 6.09  Control By Holders; Waiver of Past Defaults ....................29
Section 6.10  Trustee to Give Notice of Defaults Known to It, But May
              Withhold in Certain Circumstances ..............................30
Section 6.11  Requirement of an Undertaking to Pay Costs in Certain
              Suits Under the Indenture or Against the Trustee ...............30

                                  ARTICLE SEVEN

                             CONCERNING THE TRUSTEE

Section 7.01  Certain Duties and Responsibilities of Trustee .................30
Section 7.02  Certain Rights of Trustee ......................................31
Section 7.03  Trustee Not Responsible for Recitals or Application of
              Proceeds .......................................................32
Section 7.04  Trustee May Own Securities .....................................32
Section 7.05  Moneys Received by Trustee to be Held in Trust .................32
Section 7.06  Trustee Entitled to Compensation, Reimbursement and
              Indemnity ......................................................32
Section 7.07  Right of Trustee to Rely on Officers' Certificate Where
              No Other Evidence Specifically Prescribed ......................32
Section 7.08  Disqualification; Conflicting Interest .........................33
Section 7.09  Requirements for Eligibility of Trustee ........................37
Section 7.10  Resignation and Removal of Trustee; Appointment of
              Successor ......................................................38
Section 7.11  Acceptance of Appointment by Successor Trustee .................39
Section 7.12  Successor to Trustee by Merger, Consolidation or
              Succession to Business .........................................39
Section 7.13  Preferential Collection of Claims Against Company or
              Guarantor ......................................................39

                                  ARTICLE EIGHT

                         CONCERNING THE SECURITYHOLDERS

Section 8.01  Evidence of Action by Securityholders ..........................42
Section 8.02  Proof of Execution of Instruments and of Holding of
              Securities .....................................................43
Section 8.03  Who May be Deemed Owners of Securities .........................43
Section 8.04  Securities Owned by the Company, the Guarantor or
              Controlled or Controlling Persons Disregarded for
              Certain Purposes ...............................................43
Section 8.05  Instruments Executed by Securityholders Bind Future
              Holders ........................................................44

                                      iii

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                                  ARTICLE NINE

                            SECURITYHOLDERS' MEETINGS

Section 9.01  Purposes for Which Meetings May be Called ......................44
Section 9.02  Manner of Calling Meetings .....................................45
Section 9.03  Call of Meeting by Company, the Guarantor or
              Securityholders ................................................45
Section 9.04  Who May Attend and Vote at Meetings ............................45
Section 9.05  Regulations May be Made by Trustee; Conduct of the
              Meeting; Voting Rights; Adjournment ............................45
Section 9.06  Manner of Voting at Meetings and Record to be Kept .............46
Section 9.07  Exercise of Rights to Trustee and Securityholders Not
              to be Hindered or Delayed ......................................46

                                   ARTICLE TEN

                             SUPPLEMENTAL INDENTURES

Section 10.01 Purposes for Which Supplemental Indentures May be Entered
              Into Without Consent of Securityholders ........................46
Section 10.02 Modification of Indenture with Consent of Holders of
              Securities .....................................................47
Section 10.03 Effect of Supplemental Indentures ..............................48
Section 10.04 Securities May Bear Notation of Changes by Supplemental
              Indentures .....................................................48

                                 ARTICLE ELEVEN

                       PARTICULAR COVENANTS OF THE COMPANY

Section 11.01 Payment of Principal of and Interest on Securities .............49
Section 11.02 Maintenance of Offices or Agencies for Transfer,
              Registration, Exchange and Payment of Securities ...............49
Section 11.03 Assignment; Substitution .......................................49
Section 11.04 Appointment to Fill a Vacancy in the Office of Trustee .........49
Section 11.05 Duties of Paying Agent. ........................................50

                                 ARTICLE TWELVE

                              DISCHARGE; DEFEASANCE

Section 12.01 Discharge of Indenture .........................................50
Section 12.02 Discharge of Liability on Securities ...........................51
Section 12.03 Discharge of Certain Covenants and Other Obligations ...........51
Section 12.04 Discharge of Certain Obligations Upon Deposit of Money
              or Securities with Trustee .....................................51
Section 12.05 Unclaimed Moneys ...............................................52

                                ARTICLE THIRTEEN

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 13.01 Incorporators, Stockholders, Officers and Directors of
              Company and Guarantor Exempt From Individual Liability .........52

                                       iv

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                                ARTICLE FOURTEEN

                            MISCELLANEOUS PROVISIONS

Section 14.01 Successors and Assigns of the Company or the Guarantor
              Bound by Indenture .............................................53
Section 14.02 Notices; Effectiveness .........................................53
Section 14.03 Compliance Certificates and Opinions ...........................54
Section 14.04 Days on Which Payment to be Made, Notice Given or Other
              Action Taken ...................................................55
Section 14.05 Provisions Required by Trust Indenture Act of 1939 to
              Control ........................................................55
Section 14.06 Governing Law ..................................................55
Section 14.07 Provisions of the Indenture and Securities for the Sole
              Benefit of the Parties and the Securityholders .................55
Section 14.08 Indenture May be Executed in Counterparts ......................56


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                  TABLE SHOWING REFLECTION IN THIS INDENTURE OF
              CERTAIN PROVISIONS OF THE TRUST INDENTURE ACT OF 1939

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

Section of Act                                             Section of Indenture
--------------                                             --------------------
   310(a)(1)...............................................    7.09
   310(a)(2)...............................................    7.09
   310(a)(3)...............................................    Inapplicable
   310(a)(4)...............................................    Inapplicable
   310(a)(5)...............................................    7.09
   310(b)..................................................    7.08, 7.10
   310(c)..................................................    Inapplicable
   311(a)..................................................    7.13(a), 7.13(c)
   311(b)..................................................    7.13(b), 7.13(c)
   312(a)..................................................    5.01, 5.02(a)
   312(b)..................................................    5.02(b)
   312(c)..................................................    5.02(c)
   313(a)..................................................    5.04(a)
   313(b)(1)...............................................    Inapplicable
   313(b)(2)...............................................    5.04(b)
   313(c)..................................................    5.04(c)
   313(d)..................................................    5.04(d)
   314(a)(1)...............................................    5.03(a)
   314(a)(2)...............................................    5.03(b)
   314(a)(3)...............................................    5.03(c)
   314(a)(4)...............................................    5.03(d)
   314(b)..................................................    Inapplicable
   314(c)(1)...............................................    14.03
   314(c)(2)...............................................    14.03
   314(c)(3)...............................................    14.03
   314(d)..................................................    Inapplicable
   314(e)..................................................    14.03
   314(f)..................................................    14.03
   315(a)..................................................    7.01
   315(b)..................................................    6.10
   315(c)..................................................    7.01
   315(d)..................................................    7.01
   315(e)..................................................    6.11
   316(a)(1)...............................................    6.09
   316(a)(2)...............................................    Omitted
   316(b)..................................................    6.06
   316(c)..................................................    6.09
   317(a)..................................................    6.02, 6.03
   317(b)..................................................    11.05(a)
   318(a)..................................................    14.05

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                                    INDENTURE

     THIS INDENTURE, dated as of August 15, 2003, among CHEVRONTEXACO FUNDING
CORPORATION, a Delaware corporation (the "Company"), CHEVRONTEXACO CORPORATION,
a Delaware corporation (the "Guarantor") and JPMORGAN CHASE BANK, a banking
corporation organized under the laws of the State of New York, as Trustee (the
"Trustee"),

                              W I T N E S S E T H:

     WHEREAS, the Company has duly authorized the issuance, execution and
delivery, from time to time, of its unsecured evidences of indebtedness
(hereinafter referred to as the "Securities"), without limit as to principal
amount, issuable in one or more Series, the amount and terms of each such Series
to be determined as hereinafter provided; and, to provide the terms and
conditions upon which the Securities are to be authenticated, issued and
delivered, the Company has duly authorized the execution of this Indenture;

     WHEREAS, the Guarantor has duly authorized the execution and delivery of
this Indenture and its guarantee of the Securities as provided herein;

     WHEREAS, all acts and things necessary to make the Securities, when
executed by the Company and authenticated and delivered by the Trustee as in
this Indenture provided, the valid, binding and legal obligations of the
Company, and to constitute this Indenture a valid indenture and agreement
according to its terms, have been done and performed, and the execution of this
Indenture and the issuance hereunder of the Securities have in all respects been
duly authorized; and

     WHEREAS, all acts and things necessary to make the guarantee of the
Securities, as in this Indenture provided, the valid, binding and legal
obligations of the Guarantor, and to constitute each such guarantee a valid
guarantee and agreement according to its terms, have been done and performed,
and the execution by the Guarantor of this Indenture has in all respects been
duly authorized;

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     That in order to declare the terms and conditions upon which the Securities
are to be issued, authenticated and delivered, and in consideration of the
premises and of the purchase and acceptance of the Securities by the Holders
thereof, the Company and the Guarantor covenant and agree with each other and
with the Trustee, for the equal and proportionate benefit of the respective
Holders from time to time of the Securities or of any Series thereof, as
follows:

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                                   ARTICLE ONE

                                   DEFINITIONS

     SECTION 1.01  CERTAIN TERMS DEFINED. For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:

          (a) the terms defined in this Article One have the meanings assigned
     to them in this Article One, and include the plural as well as the
     singular;

          (b) all other terms used herein which are defined in the Trust
     Indenture Act of 1939, either directly or by reference therein, have the
     meanings assigned to them therein;

          (c) all accounting terms not otherwise defined herein shall have the
     meanings assigned to them and all computations herein provided for shall be
     made, in accordance with generally accepted accounting principles, and the
     term "generally accepted accounting principles" shall mean such principles
     as they exist at the date of applicability thereof; and

          (d) 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.

ATTRIBUTABLE DEBT

     The term "Attributable Debt" for a sale-leaseback transaction means the
lesser of (a) the fair value of the property subject to the transaction (as
determined by the Board of Directors of the Guarantor) or (b) the present value
of rent for the remaining term of the lease. Rent shall be discounted to present
value at the actual percentage rate inherent in such lease as determined in good
faith by the Guarantor, compounded semiannually. Rent is the lesser of (a) rent
for the remaining term of the lease assuming it is not terminated or (b) rent
from the date of determination until the first possible termination date plus
the termination payment then due, if any. The remaining term of a lease includes
any period for which the lease has been extended. Rent does not include (i)
amounts for maintenance, repairs, insurance, taxes, assessments and similar
charges or (ii) contingent rent, such as that based on sales. Rent may be
reduced by rent that any sublessee must pay from the date of determination for
all or part of the same property. For the purpose of any limitation contained in
this Indenture, there shall not be deemed to be any Attributable Debt with
respect to a sale-leaseback arrangement if the Guarantor or a Restricted
Subsidiary would be entitled pursuant to the provisions contained in Section
4.06 to issue, assume or guarantee "Debt" (as defined in Section 4.06) secured
by a lien on the property involved in such arrangement without equally and
ratably securing the Securities or the Guarantees.

BOARD OF DIRECTORS

     The term "Board of Directors" when used with reference to the Company or
the Guarantor shall mean the Board of Directors of the Company or the Guarantor,
as the case may be, or any duly authorized committee of such Board of Directors.

BUSINESS DAY

     The term "Business Day" shall mean any day which is not a Saturday or
Sunday or which in the City of San Francisco and the City of New York is neither
a legal holiday nor a day on which banking institutions are authorized by law or
regulation to close.

CERTIFIED RESOLUTION

     The term "Certified Resolution" shall mean a copy of a resolution of the
Board of Directors of the Company certified by the Secretary or by an Assistant
Secretary of the Company to have been duly

                                       2

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adopted by the Board of Directors of the Company and to be in full force and
effect on the date of such certification.

COMMISSION

     The term "Commission" shall mean the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, as amended, or if at any time after the execution of this Indenture such
Commission is not existing and performing the duties theretofore assigned to it
under the Trust Indenture Act of 1939, then the body performing such duties at
such time.

COMPANY

     The term "Company" shall mean ChevronTexaco Funding Corporation, a Delaware
corporation, until a successor corporation shall have become such pursuant to
the applicable provisions hereof, and thereafter "Company" shall mean such
successor corporation.

CONSOLIDATED ADJUSTED TANGIBLE ASSETS

     The term "Consolidated Adjusted Tangible Assets" shall mean the
consolidated total assets of the Guarantor and its subsidiaries as reflected in
the Guarantor's most recent consolidated balance sheet prepared in accordance
with the Guarantor's accounting policies and generally accepted accounting
principles, less (i) goodwill, trademarks, trade names, patents, unamortized
debt discount and expense, and other deferred charges, (ii) total current
liabilities except for (1) notes and loans payable, (2) current maturities of
long-term debt and (3) current maturities of obligations under capital leases,
(iii) deferred credits and other noncurrent obligations (including minority
interests in consolidated subsidiaries and reserves -- employee annuity plans
and other reserves which may hereafter be defined in the Guarantor's accounting
policies).

DEPOSITORY

     The term "Depository" shall mean, with respect to the Securities of any
Series issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depository by the Company pursuant to
Section 2.01 of this Indenture until a successor Depository shall have become
such pursuant to the applicable provisions of this Indenture, and thereafter the
term "Depository" shall mean or include each Person who is then a Depository
hereunder, and if at any time there is more than one such Person, "Depository"
as used with respect to the Securities of any such Series shall mean the
Depository with respect to the Securities of that Series.

EVENT OF DEFAULT

     The term "Event of Default" with respect to Securities of any Series shall
mean any event specified as such in Section 6.01 and any other event as may be
established with respect to the securities of such Series as permitted by
Section 2.01. An Event of Default shall "exist" if an Event of Default shall
have occurred and be continuing.

EXECUTIVE COMMITTEE

     The term "Executive Committee" shall mean the Executive Committee of the
Guarantor as such committee may from time to time be established and constituted
pursuant to the provisions of the By-Laws of the Guarantor.

                                       3

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GLOBAL SECURITY

     The term "Global Security" shall mean a Security evidencing all or a
portion of a Series of Securities, issued under this Indenture and delivered to
the Depository for such Series in accordance with Section 2.09 of this
Indenture, and bearing the legend prescribed in such Section 2.09.

GUARANTEE

     The term "Guarantee" shall mean the guarantee of the Company's obligations
under the Securities by the Guarantor as provided in Article Four of this
Indenture.

GUARANTOR

     The term "Guarantor" shall mean ChevronTexaco Corporation, a Delaware
corporation, until a successor corporation shall have become such pursuant to
the applicable provisions hereof, and thereafter "Guarantor" shall mean such
successor corporation.

INDENTURE

     The term "Indenture" shall mean this instrument as originally executed, or
as it may from time to time be supplemented, modified or amended, as provided
herein, and shall include the form and terms of particular Series of Securities
established as contemplated by Section 2.01 and 2.02.

INTEREST PAYMENT DATE

     The term "Interest Payment Date" when used with respect to any Security
means the Stated Maturity of an installment of interest on such Security.

OFFICERS' CERTIFICATE

     The term "Officers' Certificate" shall mean a certificate, in the case of
the Company, signed by the President, any Vice-President, the Treasurer, any
Deputy Treasurer, any Assistant Treasurer, the Secretary or any Assistant
Secretary of the Company and, in the case of the Guarantor, by the Chairman of
the Board of Directors, any Vice-Chairman of the Board of Directors or any
Vice-President, the Treasurer, any Deputy Treasurer, any Assistant Treasurer,
the Secretary or any Assistant Secretary of the Guarantor, and delivered to the
Trustee. Each such certificate shall include the statements provided for in
Section 14.03, if and to the extent required by the provisions of such Section.

OPINION OF COUNSEL

     The term "Opinion of Counsel" shall mean a written opinion of counsel who
may be counsel to the Company or to the Guarantor. Each such opinion shall
include the statements provided for in Section 14.03, if and to the extent
required by the provisions of such Section.

ORIGINAL ISSUE DISCOUNT SECURITY

     The term "Original Issue Discount Security" shall mean (a) any Security
which provides for an amount less than the principal amount thereof to be due
and payable upon declaration of acceleration of the maturity thereof pursuant to
Section 6.01 or (b) any other Security which for United States Federal income
tax purposes would be considered an original issue discount security.

                                       4

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OUTSTANDING

     The term "Outstanding" when used with reference to Securities shall,
subject to the provisions of Section 8.04, mean, as of the date of
determination, all Securities theretofore authenticated and delivered under this
Indenture, except:

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

          (b) Securities for the payment or redemption of which moneys in the
     necessary amount have been theretofore deposited with the Trustee or with
     any Paying Agent (other than the Company or Guarantor) in trust for the
     Holders of such Securities, provided that if such Securities are to be
     redeemed, notice of such redemption has been duly given as provided in
     Article Three hereof, or provision therefor satisfactory to the Trustee has
     been made;

          (c) Securities in exchange for or in lieu of which other Securities
     shall have been authenticated and delivered under this Indenture; and

          (d) Securities alleged to have been destroyed, lost or stolen which
     have been paid as provided in Section 2.07 hereof.

     In determining whether the Holders of the requisite principal amount of
Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of an Original Issue
Discount Security that shall be deemed to be Outstanding for such purposes shall
be the amount of the principal thereof that would be due and payable as of the
date of such determination as if a declaration of acceleration of the maturity
thereof pursuant to Section 6.01 had been made.

PAYING AGENT

     The term "Paying Agent" means any Person authorized by the Company to pay
the principal of and any interest and premium on any Securities on behalf of the
Company.

PERIODIC OFFERING

     The term "Periodic Offering" means an offering of Securities of a Series,
from time to time, the specific terms of which (including without limitation,
the rate or rates of interest, if any, thereon or any methods of calculating
such, the maturity date or dates thereof and any redemption provisions with
respect thereto) are to be determined by the Company or its agents upon the
issuance of such Series of Securities.

PERSON

     The term "Person" shall mean an individual, a corporation, a partnership, a
joint venture, an association, a joint stock company, a trust, an unincorporated
organization, or a government or any agency, authority or political subdivision
thereof.

PRINCIPAL PROPERTY

     The term "Principal Property" means any oil or gas producing property
located in the United States, onshore or offshore, or any refinery or
manufacturing plant located in the United States in each case now owned or
hereafter acquired by the Guarantor or a Restricted Subsidiary, except any oil
or gas producing property, refinery or plant that in the opinion of the Board of
Directors of the Guarantor is not of material importance to the total business
conducted by the Guarantor and its consolidated Subsidiaries.

                                       5

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RECORD DATE

     The term "Record Date" for the interest payable on any Interest Payment
Date on any Series of Securities shall mean the date specified as such in the
Securities of such Series.

REDEMPTION DATE

     The term "Redemption Date" when used with respect to any Security to be
redeemed means the date fixed for such redemption pursuant to this Indenture.

REDEMPTION PRICE

     The term "Redemption Price" when used with respect to any Security to be
redeemed means the price at which it is to be redeemed pursuant to this
Indenture. It includes any applicable premium but does not include installments
of interest whose Stated Maturity is on or before the Redemption Date.

REGISTER

     The term "Register" shall mean the books for the registration and transfer
of Securities which books are kept by the Trustee pursuant to Section 2.05.

RESPONSIBLE OFFICER

     The term "Responsible Officer" when used with respect to the Trustee shall
mean the chairman and vice-chairman of the board of directors, the chairman and
vice-chairman of the executive committee of said board, the president, any
vice-president or second vice-president, the secretary, any assistant secretary,
the treasurer, any assistant treasurer, the cashier, any assistant cashier, any
corporate trust officer, the controller, any assistant controller or any other
officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer of the Trustee to whom
such matter is referred because of such person's knowledge of and familiarity
with the particular subject.

RESTRICTED SUBSIDIARY

     The term "Restricted Subsidiary" means any Subsidiary that has
substantially all of its assets located in the United States of America and
which owns a Principal Property and in which the Guarantor's direct or indirect
capital investment together with the outstanding balance of (a) any loans and
advances made to such Subsidiary by the Guarantor or any other Subsidiary and
(b) any debt of such Subsidiary guaranteed by the Guarantor or any other
Subsidiary exceed $100,000,000.

SECURITY OR SECURITIES

     The terms "Security" or "Securities" shall mean any security or securities
of the Company without regard to Series, authenticated and delivered under this
Indenture.

SECURITYHOLDER; HOLDER

     The terms "Securityholder" or "Holder", whenever employed herein with
respect to a Security, shall mean the Person in whose name such Security shall
be registered on the Register.

SERIES

     The term "Series" shall mean an issue of Securities under this Indenture.

                                       6

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STATED MATURITY

     The term "Stated Maturity" when used with respect to any Security or any
installment of interest thereon means the date specified in such as the fixed
date on which the principal of such Security or such installment of interest is
due and payable.

SUBSIDIARY

     The term "Subsidiary" means at any given time any corporation at least a
majority of the outstanding securities of which having ordinary voting power
(other than securities having such power only by reason of the happening of a
contingency) shall at such time be owned by the Guarantor or by one or more
Subsidiaries or by the Guarantor and one or more Subsidiaries.

SUPPLEMENTAL INDENTURE

     The term "Supplemental Indenture" shall mean an indenture supplemental
hereto as such supplemental indenture may be originally executed, or as it may
from time to time be supplemented, modified or amended, as provided herein and
therein.

TRUSTEE

     The term "Trustee" shall mean JPMorgan Chase Bank, a banking corporation
organized under the laws of the State of New York, until a successor Trustee
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter "Trustee" shall mean such successor Trustee.

TRUST INDENTURE ACT OF 1939

     The term "Trust Indenture Act of 1939" shall mean the Trust Indenture Act
of 1939, as amended as of the date of this Indenture.

UNITED STATES DOLLARS

     The term "United States Dollars" shall mean the lawful currency of the
United States of America.

                                   ARTICLE TWO

                  ISSUE, DESCRIPTION, EXECUTION, REGISTRATION,
                       TRANSFER AND EXCHANGE OF SECURITIES

     SECTION 2.01  AMOUNT, SERIES, EXECUTION, AUTHENTICATION AND DELIVERY OF
SECURITIES. The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is not limited. The Securities
may be issued in one or more Series.

     (A)  The following terms and provisions of each Series of Securities shall
be established by or pursuant to a resolution of the Board of Directors of the
Company and set forth in either a Certified Resolution or a Supplemental
Indenture:

          (1)  the designation of the Series of Securities (which shall
     distinguish the Securities of such Series from all other Series of
     Securities),

          (2)  any limit upon the aggregate principal amount of the particular
     Series of Securities which may be executed, authenticated and delivered
     under this Indenture; provided, however, that nothing contained in this
     Section or elsewhere in this Indenture or in the Securities or in such
     Certified Resolution or in a Supplemental Indenture is intended to or shall
     limit

                                       7

<PAGE>

     execution by the Company or authentication and delivery by the Trustee of
     Securities under the circumstances contemplated by Sections 2.05, 2.06,
     2.07, 3.02, 3.04 and 10.04,

          (3)  the currency or currencies in which principal of and interest and
     any premium on such Series of Securities shall be payable (if other than in
     United States Dollars),

          (4)  the Stated Maturity for payment of principal of such Series of
     Securities and any sinking fund or analogous provisions,

          (5)  the rate or rates at which such Series of Securities shall bear
     interest or the method of calculating such rate or rates of interest and
     the Interest Payment Dates for such Series of Securities,

          (6)  the place or places where such Series of Securities may be
     presented for payment and for the other purposes provided in Section 11.02,

          (7)  any Redemption Price or Prices, the Redemption Date or Dates and
     other applicable redemption or repurchase provisions for such Series of
     Securities,

          (8)  whether such Series of Securities shall be issuable as one or
     more Global Securities and the form of such Series of Securities,

          (9)  if the Securities of such Series shall be issued in whole or in
     part as one or more Global Securities, the Depository for such Global
     Security or Securities and any additional terms and conditions relating to
     such Global Securities not set forth in this Indenture,

          (10) if other than denominations of $1,000 and any integral multiple
     thereof, the denominations in which such Series of Securities shall be
     issuable,

          (11) the date from which interest on such Series of Securities shall
     accrue,

          (12) the basis upon which interest on such Series of Securities shall
     be computed (if other than on the basis of a 360-day year of twelve 30-day
     months),

          (13) if other than the principal amount thereof, the portion of the
     principal amount of such Series of Securities which shall be payable upon
     declaration of acceleration of the maturity thereof pursuant to Section
     6.01,

          (14) the Person or Persons who shall be registrar for such Series of
     Securities, and the place or places where the Register of such Series of
     Securities shall be kept,

          (15) any additional events of default with respect to the Securities
     of a particular Series not set forth herein,

          (16) any additional covenants of the Guarantor or the Company with
     respect to the Securities of a particular Series not set forth herein,

          (17) the terms and conditions, if any, upon which any Securities of
     such Series may or shall be converted into other instruments or other forms
     of property and

          (18) any other terms of such Series of Securities (which terms shall
     not be inconsistent with the provisions of this Indenture).

     All Securities of any one Series shall be substantially identical except
that any Series may have serial maturities and different interest rates for
different maturities and except as to denomination and the

                                       8

<PAGE>

differences herein specified between Global Securities and Securities issued in
definitive form and except as may otherwise be provided in or pursuant to the
Certified Resolution or Supplemental Indenture relating to such Series of
Securities. All Securities of any one Series need not be issued at the same
time, and, unless otherwise provided in or pursuant to the Certified Resolution
or Supplemental Indenture relating to such Series, a Series may be reopened for
issuances of additional Securities of such Series.

     (B)  At any time and from time to time after the execution and delivery of
this Indenture, the Company and the Guarantor may deliver any Series of
Securities executed by the Company to the Trustee for authentication by it, and
the Trustee shall thereupon authenticate and deliver said Securities (or if only
a single Global Security, such Global Security) to or upon the written order of
the Company, signed by an officer of the Company and an officer of the
Guarantor, without any further corporate action by the Company or the Guarantor.
In authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities and except as hereinafter
provided with respect to a Series of Securities subject to a Periodic Offering,
the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon:

          (1)  each Certified Resolution relating to such Series of Securities,

          (2)  an executed Supplemental Indenture, if any, relating to such
               Series of Securities,

          (3)  an Opinion of Counsel to the effect that:

               (a)  the terms and form of such Securities have been established
          as permitted by Sections 2.01 and 2.02 in conformity with the
          provisions of this Indenture;

               (b)  such Securities, when executed and issued by the Company and
          authenticated and delivered by the Trustee in accordance with the
          provisions of this Indenture and subject to any conditions specified
          in such Opinion of Counsel, will constitute valid and binding
          obligations of the Company, except as any rights thereunder may be
          limited by the effect of bankruptcy, insolvency, reorganization,
          receivership, conservatorship, arrangement, moratorium or other laws
          affecting or relating to the rights of creditors generally; the rules
          governing the availability of specific performance, injunctive relief
          or other equitable remedies and general principles of equity,
          regardless of whether considered in a proceeding in equity or at law;
          the effect of applicable court decisions invoking statutes or
          principles of equity, which have held that certain covenants and
          provisions of agreements are unenforceable where the breach of such
          covenants or provisions imposes restrictions or burdens upon a
          borrower, and it cannot be demonstrated that the enforcement of such
          restrictions or burdens is necessary for the protection of the
          creditor, or which have held that the creditor's enforcement of such
          covenants or provisions under the circumstances would have violated
          the creditor's covenants of good faith and fair dealing implied under
          California law; and the effect of California statutes and rules of law
          which cannot be waived prospectively by a borrower, and

               (c)  the Company has complied with all applicable Federal laws
          and requirements in respect of the execution and delivery of such
          Securities.

With respect to a Series of Securities subject to a Periodic Offering, the
Trustee shall be entitled to receive, and, subject to Section 7.01, shall be
fully protected in relying upon the documents described in the foregoing
subsections (1), (2) and (3) of this Section 2.01(B); provided, that (i) the
Certified Resolution may be delivered to the Trustee prior to the delivery to
the Trustee of such Securities for authentication and delivery, (ii) the Trustee
shall authenticate and deliver Securities of such Series for original issue from
time to time, in an aggregate principal amount not exceeding the aggregate
principal amount, if any, established for such Series, pursuant to such
Certified Resolution or pursuant to such procedures as may be specified from
time to time by a Certified Resolution, (iii) the maturity date or dates,
original issue date or dates, interest rate or rates or the method or methods of
calculating such and any other terms of the

                                       9

<PAGE>

Securities of such Series shall be determined by the Certified Resolution or
pursuant to such procedures, (iv) if provided for in such procedures, such
Certified Resolution may authorize authentication and delivery pursuant to oral
or electronic instructions from the Company or its duly authorized agent or
agents, which oral instructions shall be promptly confirmed in writing and (v)
the Trustee shall be entitled to receive an Opinion of Counsel only once at or
prior to the time of the first authentication of Securities of such Series and
that the opinions described in the foregoing subsections (a) and (b) of this
Section 2.01 may be to the effect that:

          (x)  the form of the Securities of such Series has been duly
     authorized by the Company and has been established in conformity with the
     provisions of this Indenture and that, when the terms of such Securities
     shall have been established pursuant to a Certified Resolution or pursuant
     to such procedures as may be specified from time to time by a Certified
     Resolution, such terms will have been duly authorized by the Company and
     will have been established in conformity with the provisions of this
     Indenture and

          (y)  Securities of such Series, when executed and issued by the
     Company and completed, authenticated and delivered by the Trustee in
     accordance with the provisions of this Indenture and subject to any
     conditions specified in such Opinion of Counsel and when paid for, all as
     contemplated by and in accordance with the Certified Resolution or
     specified procedures, as the case may be, will constitute valid and binding
     obligations of the Company, except as any rights thereunder may be limited
     by the effect of bankruptcy, insolvency, reorganization, receivership,
     conservatorship, arrangement, moratorium or other laws affecting or
     relating to the rights of creditors generally; the rules governing the
     availability of specific performance, injunctive relief or other equitable
     remedies and general principles of equity, regardless of whether considered
     in a proceeding in equity or at law; the effect of applicable court
     decisions invoking statutes or principles of equity, which have held that
     certain covenants and provisions of agreements are unenforceable where the
     breach of such covenants or provisions imposes restrictions or burdens upon
     a borrower, and it cannot be demonstrated that the enforcement of such
     restrictions or burdens is necessary for the protection of the creditor, or
     which have held that the creditor's enforcement of such covenants or
     provisions under the circumstances would have violated the creditor's
     covenants of good faith and fair dealing implied under California law; and
     the effect of California statutes and rules of law which cannot be waived
     prospectively by a borrower.

With respect to Securities of a Series offered in a Periodic Offering, the
Trustee may rely, as to the authorization by the Company of any such Securities,
the form and terms thereof and the valid and binding effect thereof, upon the
Opinion of Counsel and other documents delivered pursuant to this Section 2.01
in connection with the first authentication of Securities of such Series unless
and until such Opinion of Counsel or other documents shall have been superseded
or revoked. In connection with the authentication and delivery of Securities of
a Series subject to a Periodic Offering, the Trustee shall be entitled to assume
that the instructions of the Company to authenticate and deliver such Securities
do not violate any rules, regulations or orders of any governmental agency
having jurisdiction over the Company.

     Each Security shall be dated the date of its authentication.

     SECTION 2.02  FORM OF SECURITIES AND TRUSTEE'S CERTIFICATE OF
AUTHENTICATION. The Securities of each Series shall be substantially of the
tenor and purport as shall be authorized by the related Certified Resolution or
Supplemental Indenture, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements thereon as the
Board of Directors of the Company may deem appropriate and as are not
inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any stock exchange on which the Securities of such
Series may be listed, or to conform to usage.

                                       10

<PAGE>

     The definitive Securities and each Global Security may be printed,
lithographed or fully or partly engraved or produced in any other manner, all as
determined by the officers executing such Securities, as evidenced by their
executions thereof.

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

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Securities, of the Series designated herein,
     referred to in the within-mentioned Indenture.

                                        JPMorgan Chase Bank, as Trustee


                                        By
                                           -------------------------------------
                                              Authorized Officer

     SECTION 2.03  DENOMINATIONS; PAYMENT OF INTEREST ON SECURITIES. The
Securities of each Series shall be issued as fully registered Securities without
coupons (including as one or more Global Securities) and in denominations all as
shall be specified as contemplated by Section 2.01. In the absence of such
provisions with respect to the Securities of any Series, the Securities of such
Series (other than any Global Securities) shall be issued in denominations of
$1,000 and any integral multiple thereof.

     If the Securities of any Series shall bear interest, each Security of such
Series shall bear interest from the applicable date at the rate per annum
specified in the Certified Resolution or Supplemental Indenture with respect to
such Series of Securities. Unless otherwise specified in the Certified
Resolution or Supplemental Indenture with respect to the Securities of any
Series, interest on the Securities of such Series shall be computed on the basis
of a 360-day year of twelve 30-day months. Such interest shall be payable on the
Interest Payment Dates, specified in the Certified Resolution or Supplemental
Indenture with respect to such Series of Securities. The Person in whose name
any Security is registered at the close of business on any applicable Record
Date for the Series of which such Security is a part shall be entitled to
receive the interest payable thereon on such Interest Payment Date
notwithstanding the cancellation of such Security upon any transfer or exchange
thereof subsequent to such Record Date and prior to such Interest Payment Date
unless such Security shall have been called for redemption on a Redemption Date
which is subsequent to such Record Date and prior to such Interest Payment Date
or unless the Company shall default in the payment of interest due on such
Interest Payment Date on any Security of such Series.

     Any interest on any Security of any Series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the
registered Holder on the relevant Record Date solely by virtue of such Holder
having been such Holder; and such Defaulted Interest may be paid by the Company,
at its election in each case, as provided in subsection A or B below:

          A.  The Company may elect to make payment of any Defaulted Interest on
     the Securities of any Series to the Persons in whose names such Securities
     are registered at the close of business on a Special Record Date for the
     payment of such Defaulted Interest, which shall be fixed in the following
     manner. The Company shall notify the Trustee in writing of the amount of
     Defaulted Interest proposed to be paid on each Security and the date of the
     proposed payment (which date shall be such as will enable the Trustee to
     comply with the next sentence hereof), and at the same time the Company
     shall deposit with the Trustee an amount of money equal to the aggregate
     amount proposed to be paid in respect of such Defaulted Interest or shall
     make arrangements satisfactory to the Trustee for such deposit prior to the
     date of the proposed

                                       11

<PAGE>

     payment, such money when deposited to be held in trust for the benefit of
     the Persons entitled to such Defaulted Interest as in this subsection
     provided. Thereupon the Trustee shall fix a special record date (the
     "Special Record Date") for the payment of such Defaulted Interest which
     shall be not more than 15 nor less than 10 days prior to the date of the
     proposed payment and not less than 10 days after the receipt by the Trustee
     of the notice of the proposed payment. The Trustee shall promptly notify
     the Company of such Special Record Date and, in the name and at the expense
     of the Company, shall cause notice of the proposed payment of such
     Defaulted Interest and the Special Record Date therefor to be mailed,
     first-class postage prepaid, to each Holder of a Security of such Series at
     such Holder's address as it appears in the Security Register not less than
     10 days prior to such Special Record Date. Notice of the proposed payment
     of such Defaulted Interest and the Special Record Date therefor having been
     mailed as aforesaid, such Defaulted Interest shall be paid to the Persons
     in whose names the Securities of such Series are registered on such Special
     Record Date and shall no longer be payable pursuant to the following
     Subsection B.

          B.  The Company may make payment of any Defaulted Interest on the
     Securities of any Series in any other lawful manner not inconsistent with
     the requirements of any securities exchange on which such Securities may be
     listed and upon such notice as may be required by such exchange, if, after
     notice given by the Company to the Trustee of the proposed payment pursuant
     to this Subsection, such payment shall be deemed practicable by the
     Trustee.

     Subject to the foregoing provisions of this Section 2.03, each Security
delivered under this Indenture upon transfer of or in exchange for or in lieu of
any other Security shall carry all the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Security and each such Security
shall bear interest from such date, such that neither gain nor loss in interest
shall result from such transfer, exchange or substitution.

     SECTION 2.04  EXECUTION OF SECURITIES. The Securities shall be executed
manually or in facsimile, by an officer and the Secretary or an Assistant
Secretary of the Company under its corporate seal, which may be affixed thereto
or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise.
Only such Securities as shall bear thereon a certificate of authentication
substantially in the form recited herein, executed by the Trustee manually by an
authorized officer, shall be entitled to the benefits of this Indenture or of
the Guarantee or be valid or obligatory for any purpose. Such certificate of
authentication of the Trustee upon any Security executed by the Company shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Indenture. Typographical or other errors or defects in the seal
or facsimile signature on any Security or in the text thereof shall not affect
the validity or enforceability of such Security if it has been duly
authenticated and delivered by the Trustee.

     In case any officer of the Company who shall have signed any of the
Securities (manually or in facsimile), shall cease to be such officer before the
Securities so signed shall have been authenticated and delivered by the Trustee,
or disposed of by the Company or the Guarantor, such Securities nevertheless may
be authenticated and delivered or disposed of as though the Person who signed
such Securities had not ceased to be such officer of the Company. Also, any
Security may be signed on behalf of the Company by such Persons as on the actual
date of execution of such Security shall be the proper officers of the Company,
although at the date of the execution of this Indenture any such Person was not
such officer.

     SECTION 2.05  REGISTRATION, TRANSFER AND EXCHANGE OF SECURITIES. Except as
specifically otherwise provided herein with respect to Global Securities,
Securities of any Series may be exchanged for a like aggregate principal amount
of Securities of the same Series of other authorized denominations. Securities
to be exchanged shall be surrendered at the offices or agencies to be maintained
in accordance with the provisions of Section 11.02 and the Company shall execute
the Security or Securities, and the Trustee shall authenticate and deliver in
exchange therefor the Security or Securities which the Securityholder making the
exchange shall be entitled to receive.

                                       12

<PAGE>

     The Company shall keep or cause to be kept, at one or more of the offices
or agencies to be maintained by the Company in accordance with the provisions of
Section 11.02 with respect to the Securities of each Series, the Register in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of the Securities of such Series and the
transfer of Securities of such Series as in this Article provided. The Register
shall be in written form or in any other form capable of being converted into
written form within a reasonable time. At all reasonable times the Register
shall be open for inspection by the Trustee and any registrar of the Securities
of such Series other than the Trustee. Upon due presentment for transfer of any
Security of any Series at the offices or agencies of the Company to be
maintained in accordance with Section 11.02 with respect to the Securities of
such Series, the Company shall execute a new Security and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new
Security or Securities of the same Series for a like aggregate principal amount
of authorized denominations.

     Notwithstanding any other provisions of this Section 2.05, unless and until
it is exchanged in whole or in part for Securities in definitive form, a Global
Security representing all or a portion of the Securities of a Series may not be
transferred except as a whole by the Depository for such Series to a nominee of
such Depository or by a nominee of such Depository to such Depository or another
nominee of such Depository or by such Depository or any such nominee to a
successor Depository for such Series or a nominee of such successor Depository.

     All Securities of any Series presented or surrendered for exchange,
transfer, redemption, conversion or payment shall, if so required by the Company
or any registrar of the Securities of such Series, be accompanied by a written
instrument or instruments of transfer, in form satisfactory to the Company and
such registrar, duly executed by the registered Holder or by such Person's
attorney duly authorized in writing.

     No service charge shall be made for any exchange or registration of
transfer of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto.

     The Company shall not be required to exchange or transfer (a) any
Securities of any Series during a period beginning at the opening of business 15
days before the day of the first publication or the mailing (if there is no
publication) of a notice of redemption of Securities of such Series and ending
at the close of business on the day of such publication or mailing or (b) any
Securities called or selected for redemption in whole or in part, except, in the
case of Securities called for redemption in part, the portion thereof not so
called for redemption in whole or in part, during a period beginning at the
opening of business on any Record Date for such Series and ending at the close
of business on the relevant Interest Payment Date therefor.

     SECTION 2.06  TEMPORARY SECURITIES. Pending the preparation of definitive
Securities of any Series, the Company may execute and the Trustee shall
authenticate and deliver temporary Securities of such Series which are printed,
lithographed, typewritten or otherwise produced, in any denomination
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form and with such appropriate omissions, insertions,
substitutions and other variations as the officers executing such Securities may
determine, as evidenced by their execution of such Securities. Every such
temporary Security shall be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with the same effect, as
the definitive Securities. If temporary Securities are issued, the Company will
cause definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities of such Series
shall be exchangeable for definitive Securities upon surrender of the temporary
Securities without charge to the Holder at the offices or agencies to be
maintained by the Company as provided in Section 11.02 with respect to the
Securities of such Series. Upon surrender for cancellation of any one or more
temporary Securities the Company shall execute and the Trustee shall
authenticate and deliver in exchange for such temporary Securities an equal
aggregate principal amount of definitive Securities of such Series. Until so
exchanged, the temporary Securities of any Series shall in all respects be
entitled to the benefits of this Indenture and

                                       13

<PAGE>

interest thereon, when and as payable, shall be paid to the owners of the
temporary Securities upon presentation thereof for notation of such payment
thereon.

     SECTION 2.07  MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES. If (i) 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, and (ii) there is delivered to the Company, the Guarantor and the
Trustee such security or indemnity as may be required by them to save each of
them harmless, then, in the absence of notice to the Company or the Trustee that
such Security has been acquired by a bona fide purchaser, the Company shall
execute and upon its request the Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Security, a new Security of the same Series and of like tenor and principal
amount, bearing a number not contemporaneously Outstanding.

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

     Upon the issuance of any new Security under this Section 2.07, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith.

     Every new Security issued pursuant to this Section 2.07 in lieu of any
destroyed, lost or stolen Security, shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the security and benefits of this Indenture equally and ratably
with all other Outstanding Securities of such Series.

     The provisions of this Section 2.07 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.

     SECTION 2.08  CANCELLATION AND DESTRUCTION OF SURRENDERED SECURITIES. All
Securities surrendered for payment, redemption, transfer, conversion or exchange
shall, if surrendered to the Company, the Guarantor, the Trustee or any agent of
the Company, the Guarantor or of the Trustee, be delivered to the Trustee, and
the same, together with Securities surrendered to the Trustee for cancellation,
shall be canceled by it, and thereafter disposed by it as directed by the
Company and no Securities shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture. The Trustee shall destroy
canceled Securities and deliver a certificate of destruction thereof to the
Company and the Guarantor unless by an Officer's Certificate of the Company, the
Company shall direct that canceled Securities be returned to it. If the Company
shall purchase or otherwise acquire any of the Securities, however, such
purchase or acquisition shall not operate as a payment, redemption or
satisfaction of the indebtedness represented by such Securities unless and until
the Company, or the Guarantor, at their respective options, shall deliver or
surrender the same to the Trustee for cancellation.

     SECTION 2.09  SECURITIES IN GLOBAL FORM; DEPOSITORIES. (a) Each Global
Security shall: (i) represent and be denominated in an aggregate amount equal to
the aggregate principal amount of the Securities of the Series to be represented
by such Global Security, (ii) be registered in the name of either the Depository
for such Global Security or the nominee of such Depository, (iii) be delivered
by the Trustee to such Depository or pursuant to such Depository's written
instruction and (iv) bear a legend substantially to the following effect:
"Unless and until it is exchanged in whole or in part for Securities in
definitive form, this Global Security may not be transferred except as a whole
by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository or by the
Depository or any nominee to a successor Depository or a nominee of any
successor Depository." The notation of the record owner's interest in such
Global Security upon the original issuance thereof shall be deemed to be
delivered in connection with the original issuance of each beneficial owner's
interest in such Global Security. Without limiting the foregoing, the Company,
the

                                       14

<PAGE>

Guarantor and the Trustee shall have no responsibility, obligation or liability
with respect to: (x) the maintenance, review or accuracy of the records of the
Depository or of any of its participating organizations with respect to any
ownership interest in or payments with respect to such Global Security, (y) any
communication with or delivery of any notice (including notices of redemption)
with respect to the Series of Securities represented by the Global Security to
any Person having any ownership interest in such Global Security or to any of
the Depository's participating organizations or (z) any payment made on account
of any beneficial ownership interest in such Global Security.

     (b)  If any Security of a Series is issuable in the form of a Global
Security or Securities, each such Global Security may provide that it shall
represent the aggregate amount of Outstanding Securities of such Series from
time to time endorsed thereon and may also provide that the aggregate amount of
Outstanding Securities of such Series represented thereby may from time to time
be reduced to reflect exchanges. Any endorsement of a Global Security to reflect
the amount of Outstanding Securities of a Series represented thereby shall be
made by the Trustee and in such manner as shall be specified on such Global
Security. Any instructions by the Company with respect to a Global Security,
after its initial issuance, shall be in writing but need not comply with Section
14.03 of this Indenture.

     (c)  Each Depository designated pursuant to the provisions of Section 2.01
of this Indenture for a Global Security must, at the time of its designation and
at all times while it serves as a depository, be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, and any other applicable
statute or regulation. If at any time the Depository for the Securities of a
Series notifies the Company that it is unwilling or unable to continue as
Depository for the Securities of such Series or if at any time the Depository
for the Securities of such Series shall no longer be eligible under this Section
2.09, the Company shall appoint a successor Depository with respect to the
Securities of such Series. If a successor Depository for the Securities of such
Series is not appointed by the Company within 90 days after the Company receives
such notice or learns of such ineligibility, the Company shall execute and the
Company shall direct the Trustee to authenticate and deliver definitive
Securities of such Series in authorized denominations in exchange for the Global
Security or Securities. Upon receipt of such direction, the Trustee shall
thereupon authenticate and deliver the definitive Securities of such Series in
the same aggregate principal amount as the Global Security or Securities
representing such Series in exchange for such Global Security or Securities, in
accordance with the provisions of subsection (e) of this Section 2.09, without
any further corporate action by the Company or the Guarantor.

     (d)  The Company may at any time and in its sole discretion determine that
the Securities of any Series issued in the form of one or more Global Securities
shall no longer be represented by such Global Security or Securities. In such
event, the Company will execute and upon receipt of a written order from the
Company, the Trustee shall thereupon authenticate and deliver Securities of such
Series in definitive form and in authorized denominations in an aggregate
principal amount equal to the principal amount of the Global Security or
Securities representing such Series in exchange for such Global Security or
Securities, in accordance with the provisions of subsection (e) of this Section
2.09 without any further corporate action by the Company or the Guarantor.

     (e)  Upon any exchange hereunder of the Global Security or Securities for
Securities in definitive form, such Global Security or Securities shall be
canceled by the Trustee. Securities issued hereunder in exchange for the Global
Security or Securities shall be registered in such names and in such authorized
denominations as the Depository for such Global Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such definitive Securities in
exchange for the Global Security or Securities to the Persons in whose name such
definitive Securities have been registered in accordance with the directions of
the Depository.

                                  ARTICLE THREE

                            REDEMPTION OF SECURITIES

     SECTION 3.01  REDEMPTION OF SECURITIES. Securities of any Series may be
made subject to redemption prior to their Stated Maturity, as a whole or in
part, at such time or times, upon payment of the

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principal amount thereof plus such premium or premiums, if any, as shall be set
forth in the Certified Resolution or the Supplemental Indenture relating to such
Series.

     SECTION 3.02  NOTICE OF REDEMPTION. In all cases other than redemption at
the option of the Holders of Securities, notice of redemption shall be mailed,
not less than 30 nor more than 60 days prior to the Redemption Date, to each
Person in whose name any Security called for redemption is registered on the
Register as of the date of such notice, but neither a failure to give notice by
mail nor any defect in any notice so mailed shall affect the validity of the
proceedings for such redemption. Each notice of redemption shall state the
Redemption Date, the Redemption Price, the place of redemption, the principal
amount and, if less than all, the distinctive numbers of the Securities to be
redeemed and shall also state that the interest on the Securities in such notice
designated for redemption shall cease to accrue from and after such Redemption
Date.

     Notice of redemption of Securities may be given by the Company, or at the
option of the Company, by the Trustee on behalf of the Company. Upon receipt of
any direction to give notice, the Trustee shall immediately give such notice.
The Trustee may rely upon such direction that all conditions precedent to the
giving of such direction have been complied with or done.

     SECTION 3.03  SELECTION OF SECURITIES FOR REDEMPTION. Whenever provision is
made for the redemption of any Series of Securities or portion thereof and less
than all of the Securities of such Series or portion thereof are called for
redemption, the Trustee shall select the Securities to be redeemed, from the
Outstanding Securities of such Series or portion thereof not previously called
for redemption, in any manner which the Trustee deems fair and appropriate. For
the purpose of any such selection, the Trustee shall assign a separate number
for each $1,000 principal amount of each Security of a denomination of more than
$1,000, except that if the Securities of any Series are denominated in a
currency other than United States Dollars, the Trustee shall assign a separate
number for each amount equal to the minimum denomination of each Security of
such Series of a denomination greater than such minimum denomination.

     SECTION 3.04  PARTIAL REDEMPTION OF REGISTERED SECURITY. Upon surrender of
any registered Security (including any Global Security) to be redeemed in part
only, the Company shall execute and the Trustee shall authenticate and deliver
to the registered owner thereof, without service charge, a new Security or
Securities (or in the case of a Global Security, a new Global Security) of the
same Series and maturity and of authorized denomination or denominations as
requested by such registered owners, in aggregate principal amount equal to and
in exchange for the unredeemed portion of the principal of the Security so
surrendered.

     SECTION 3.05  EFFECT OF REDEMPTION. If notice of redemption shall have been
duly given as provided in Section 3.02, the Securities or portions of Securities
specified in such notice shall become due and payable on the Redemption Date and
at the place or places stated in such notice at the Redemption Price specified
in such notice, and on and after such Redemption Date (unless the Company and
the Guarantor shall default in the payment of such Securities at the applicable
Redemption Price) such Securities or portions of Securities shall cease to bear
interest, and such Securities shall cease from and after the Redemption Date to
be entitled to any benefit or security under this Indenture, and the Holders
thereof shall have no right in respect of such Securities except the right to
receive the Redemption Price thereof and any unpaid interest accrued to the
Redemption Date. Upon presentation and surrender of such Securities at said
place of payment in said notice specified, the said Securities or portions
thereof shall be paid and redeemed by the Company or the Guarantor at the
applicable Redemption Price, together with any interest accrued to the
Redemption Date; provided, however, that any regular payment of interest
becoming due on any Securities on the Redemption Date shall be payable to the
registered owners of such Securities as of the relevant Record Date as provided
in Article Two hereof. Upon presentation of any Security which is redeemed in
part only, the Company shall execute a new Security and the Trustee shall
authenticate and deliver at the expense of the Company a new Security of the
same Series of authorized denomination in principal amount equal to the
unredeemed portion of the Security so presented.

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<PAGE>

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, to the extent permitted by law,
bear interest from the date fixed for redemption at the rate borne by the
Security, or, in the case of a Security which does not bear interest, at the
rate of interest set forth therefor in the Security, in either case, until paid.

                                  ARTICLE FOUR

                              THE GUARANTEE BY AND
                           COVENANTS OF THE GUARANTOR

     SECTION 4.01  GUARANTEE. The Guarantor hereby unconditionally guarantees to
the Holders from time to time of the Securities (a) the full and prompt payment
of the principal of and any premium on any Security when and as the same shall
become due, whether at the stated maturity thereof, by acceleration, redemption
or otherwise and (b) the full and prompt payment of any interest on any Security
when and as the same shall become due. Each payment by the Guarantor with
respect to any Security shall be paid in the currency specified in this
Indenture or in the related Certified Resolution or Supplemental Indenture for
payments on such Security. Each and every default in the payment of the
principal of or interest or any premium on any Security shall give rise to a
separate cause of action hereunder, and separate suits may be brought hereunder
as each cause of action arises.

     The obligations of the Guarantor hereunder shall be absolute and
unconditional and shall remain in full force and effect until the entire
principal of and interest and any premium on the Securities shall have been paid
or provided for in accordance with the provisions of this Indenture, and such
payment shall not be affected, modified or impaired upon the happening from time
to time of any event, including without limitation any of the following, whether
or not with notice to, or the consent of, the Guarantor:

          (a)  the waiver, surrender, compromise, settlement, release or
     termination of any or all of the obligations, covenants or agreements of
     the Company under this Indenture or the Securities;

          (b)  the failure to give notice to the Guarantor of the occurrence of
     an Event of Default;

          (c)  the waiver, compromise or release of the payment, performance or
     observance by the Company or the Guarantor of any or all of the
     obligations, covenants or agreements of either of them contained in this
     Indenture;

          (d)  the extension of the time for payment of any principal of or
     interest or any premium on any Security or for any other payment under this
     Indenture or of the time for performance of any other obligations,
     covenants or agreements under or arising out of this Indenture;

          (e)  the modification or amendment (whether material or otherwise) of
     any obligation, covenant or agreement set forth in this Indenture or the
     Securities;

          (f)  the taking or the omission of any of the actions referred to in
     this Indenture and any of the actions under the Securities; (g) any
     failure, omission, delay or lack on the part of the Trustee to enforce,
     assert or exercise any right, power or remedy conferred on the Trustee in
     this Indenture, or any other act or acts on the part of the Trustee or any
     of the Holders from time to time of the Securities;

          (h)  the voluntary or involuntary liquidation, dissolution, sale or
     other disposition of all or substantially all the assets, marshalling of
     assets and liabilities, receivership, insolvency, bankruptcy, assignment
     for the benefit of creditors, reorganization, arrangement, composition

                                       17

<PAGE>

     with creditors or readjustment of, or other similar proceedings affecting
     the Guarantor, or the Company or any of the assets of any of them, or any
     allegation or contest of the validity of the Guarantee in any such
     proceeding;

          (i)  to the extent permitted by law, the release or discharge by
     operation of law of the Guarantor from the performance or observance of any
     obligation, covenant or agreement contained in this Indenture;

          (j)  to the extent permitted by law, the release or discharge by
     operation of law of the Company from the performance or observance of any
     obligation, covenant or agreement contained in this Indenture;

          (k)  the default or failure of the Guarantor or the Trustee fully to
     perform any of its obligations set forth in this Indenture or the
     Securities; or

          (l)  the invalidity of this Indenture or the Securities or any part of
     any thereof.

     No set-off, counterclaim, reduction, or diminution of any obligation, or
any defense of any kind or nature which the Guarantor has or may have against
the Trustee shall be available hereunder to the Guarantor against the Trustee to
reduce the payments of the Guarantor under this Section 4.01.

     The Guarantor assumes responsibility for being and remaining informed of
the financial condition of the Company and of all other circumstances bearing
upon the risk of nonpayment of amounts owing under the Securities which diligent
inquiry would reveal and agrees that the Holders of the Securities shall have no
duty to advise the Guarantor of information known to any of them regarding such
condition or any such circumstances.

     SECTION 4.02  PROCEEDINGS AGAINST THE GUARANTOR. In the event of a default
in the payment of principal of or any premium on any Security when and as the
same shall become due, whether at the stated maturity thereof, by acceleration,
call for redemption or otherwise, or in the event of a default in any sinking
fund payment, or in the event of a default in the payment of any interest on any
Security when and as the same shall become due, the Trustee shall have the right
to proceed first and directly against the Guarantor under this Indenture without
first proceeding against the Company or exhausting any other remedies which it
may have and without resorting to any other security held by the Trustee.

     The Trustee shall have the right, power and authority to do all things it
deems necessary or advisable to enforce the provisions of this Indenture
relating to the Guarantee and protect the interests of the Holders of the
Securities and, in the event of a default in payment of the principal of or any
premium on any Security when and as the same shall become due, whether at the
stated maturity thereof, by acceleration, call for redemption or otherwise, or
in the event of a default in the payment of any interest on any Security when
and as the same shall become due, the Trustee may institute or appear in such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of its rights and the rights of the Securityholders,
whether for the specific enforcement of any covenant or agreement in this
Indenture relating to the Guarantee or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy. Without limiting the
generality of the foregoing, in the event of a default in payment of the
principal of or interest or any premium on any Security when due, the Trustee
may institute a judicial proceeding for the collection of the sums so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Guarantor and collect the moneys adjudged or
decreed to be payable in the manner provided by law out of the property of the
Guarantor, wherever situated.

     SECTION 4.03  GUARANTEE FOR BENEFIT OF SECURITYHOLDERS. The Guarantee
contained in this Indenture is entered into by the Guarantor for the benefit of
the Holders from time to time of the Securities. Such provisions shall not be
deemed to create any right in, or to be in whole or in part for the

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<PAGE>

benefit of any Person other than the Trustee, the Guarantor, the Holders from
time to time of the Securities and their permitted successors and assigns.

     SECTION 4.04  CORPORATE EXISTENCE OF GUARANTOR; CONSOLIDATION, MERGER, SALE
OR TRANSFER. The Guarantor covenants that so long as any of the Securities are
Outstanding, it will maintain its corporate existence, will not dissolve, sell
or otherwise dispose of all or substantially all of its assets and will not
consolidate with or merge into another corporation or permit one or more other
corporations to consolidate with or merge into it; provided that the Guarantor
may, without violating the covenants in this Section 4.04 contained, consolidate
with or merge into another corporation or permit one or more other corporations
to consolidate with or merge into it, or sell or otherwise transfer to another
corporation all or substantially all of its assets as an entirety and thereafter
dissolve, if the surviving, resulting or transferee corporation, as the case may
be, (i) shall be incorporated and existing under the laws of one of the States
of the United States of America, (ii) assumes, if such corporation is not the
Guarantor, all of the obligations of the Guarantor hereunder and (iii) is not,
after such transaction, otherwise in default under any provisions hereof.

     SECTION 4.05  SECURITIES TO BE SECURED IN CERTAIN EVENTS. If, upon any
consolidation or merger of the Guarantor, any Principal Property would thereupon
become subject to any mortgage, security interest, pledge, lien or other
encumbrance (the "Attaching Lien"), the Guarantor, prior to any such
consolidation or merger, will secure the Outstanding Securities (together with,
if the Guarantor shall so determine, any other indebtedness of or guaranteed by
the Guarantor ranking equally with the Securities and then existing or
thereafter created) equally and ratably with the debt or other obligation
secured by the Attaching Lien unless such debt or other obligation secured by
the Attaching Lien could have been incurred by the Guarantor or a Restricted
Subsidiary without being required by the provisions of Section 4.06 (whether or
not such Section may be applicable to any Series of Securities) to secure the
Securities equally and ratably therewith.

     SECTION 4.06  LIMITATIONS ON LIENS. Nothing in this Indenture or (except as
expressly provided with respect to a Series in the establishment of the terms
thereof) in the Securities contained shall in any way restrict or prevent the
Guarantor or any Subsidiary from incurring any indebtedness; provided that the
Guarantor covenants and agrees that it will not itself and will not permit any
Restricted Subsidiary to issue, assume or guarantee any notes, bonds, debentures
or other similar evidences of indebtedness for money borrowed (notes, bonds,
debentures or other similar evidences of indebtedness for money borrowed being
hereinafter in this Article Four called "Debt") secured by a pledge of, or
mortgage or lien on (mortgages, pledges and liens being hereinafter in this
Article Four called "liens"), any of the Guarantor's or any Restricted
Subsidiary's Principal Properties or any shares of stock of or indebtedness of
any Restricted Subsidiary (such Principal Properties, stock and indebtedness
being hereinafter collectively referred to as "Property"), without effectively
providing that the Securities (together with, if the Guarantor shall so
determine, any other Debt of the Guarantor or such Restricted Subsidiary then
existing or thereafter created ranking equally with the Securities, including
guarantees of indebtedness of others) shall be secured equally and ratably with
(or prior to) such Debt, so long as such Debt shall be so secured, except that
this Section 4.06 shall not apply to Debt secured by:

          (1)  liens on Property of any corporation existing at the time such
     corporation becomes a Restricted Subsidiary;

          (2)  liens on Property existing at the time of acquisition thereof or
     to secure the payment of all or any part of the purchase price thereof or
     to secure any Debt incurred prior to, at the time of or within 24 months
     after the acquisition of such Property for the purpose of financing all or
     any part of the purchase price thereof;

          (3)  liens on particular Property to secure any Debt incurred to
     provide funds for all or any part of the cost of exploration, drilling or
     development of such Property or the cost of improvements to such Property;

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<PAGE>

          (4)  liens which secure Debt owing by a Restricted Subsidiary to the
     Guarantor or any Subsidiary;

          (5)  liens on personal property, other than shares of stock or
     indebtedness of any Restricted Subsidiary, to secure loans maturing not
     more than one year from the date of the creation thereof;

          (6)  liens on Property to secure Debt or other indebtedness incurred
     in connection with any financings done in accordance with the provisions of
     Section 103 of the Internal Revenue Code of 1986, as amended; and

          (7)  any extension, renewal or replacement (or successive extensions,
     renewals or replacements), in whole or in part, of any lien referred to in
     the foregoing subparagraphs (1) to (6), inclusive, or of any Debt secured
     thereby; provided that such extension, renewal or replacement mortgage
     shall be limited to all or any part of the same Property that secured the
     lien extended, renewed or replaced (plus improvements on such Property).

     Notwithstanding the restrictions contained in this Section 4.06, the
Guarantor may, and may permit any Restricted Subsidiary to, issue, assume or
guarantee Debt secured by liens on property of the types to which this Section
applies and which are not excepted by Subsections (1) through (7) of this
Section without equally and ratably securing the Securities, provided that the
sum of all such Debt then being issued, assumed or guaranteed and the aggregate
of Attributable Debt with respect to sale and leaseback arrangements of the
Guarantor and any Restricted Subsidiary permitted by Section 4.07 (whether or
not such Section may be applicable to any Series of Securities) does not exceed
ten percent of the Consolidated Adjusted Tangible Assets prior to the time such
Debt was issued, assumed or guaranteed.

     The following types of transactions, among others, shall not be deemed to
create "Debt" secured by "liens" within the meaning of those terms as defined
above:

               (a) the sale or other transfer of (i) oil, gas or other minerals
          in place for a period of time until, or in an amount such that, the
          purchaser will realize therefrom a specified amount of money (however
          determined) or a specified amount of such minerals, or (ii) any other
          interest in property of the character commonly referred to as a
          "production payment"; and

               (b) the mortgage or pledge of any property of the Guarantor or
          any Subsidiary in favor of the United States, or any State, or any
          department, agency or instrumentality of either, to secure partial,
          progress, advance or other payments to the Guarantor or any Subsidiary
          pursuant to the provisions of any contract or statute.

     SECTION 4.07  LIMITATION ON SALE AND LEASEBACK. The Guarantor will not
itself, and will not permit any Restricted Subsidiary to, enter into any
arrangement (except for temporary leases for a term of not more than three
years, or except for sale or transfer and leaseback transactions involving the
acquisition or improvement of Principal Properties provided that the amount of
consideration received at the time of sale or transfer by the Guarantor or such
Restricted Subsidiary for the property so sold or transferred shall be applied
as set forth in subparagraph (2) below) with any bank, insurance company or
other lender or investor, or to which any such lender or investor is a party,
providing for the leasing to the Guarantor or any Restricted Subsidiary of any
Principal Property which has been or is to be sold or transferred by the
Guarantor or any Restricted Subsidiary to such lender or investor or to any
Person to whom funds have been or are to be advanced by such lender or investor
on the security of such property unless, either:

          (1)  the Guarantor or any Restricted Subsidiary could create Debt
     secured by a mortgage pursuant to Section 4.06 on the property to be leased
     without equally and ratably securing the Securities or

                                       20

<PAGE>

          (2)  The Guarantor within the 12 months preceding such sale or
     transfer or the 12 months following such sale or transfer, regardless of
     whether such sale or transfer may have been made by the Guarantor or by a
     Restricted Subsidiary, has applied or applies an amount equal to the
     greater of (a) the net proceeds of the sale of the property leased pursuant
     to such arrangement or (b) the fair value of the property so leased at the
     time of entering into such arrangement:

               (i)  to the voluntary retirement of debt of the Guarantor or of a
          Restricted Subsidiary or debt of a Subsidiary guaranteed by the
          Guarantor which debt matures by its terms more than one year after the
          date on which it was originally incurred (collectively herein called
          "funded debt"); provided that there shall be credited against the
          amount required by subparagraph (2) to be applied to the retirement of
          funded debt an amount equal to:

                    (A)  the principal amount of any Securities delivered within
               the 12 months preceding such sale or transfer or the 12 months
               following such sale or transfer to the Trustee for voluntary
               retirement and cancellation, and

                    (B)  the principal amount of funded debt, other than
               Securities, voluntarily retired by the Guarantor within 12 months
               before or after such sale; or

               (ii) to the acquisition, development or improvement of a
          Principal Property or Principal Properties.

     SECTION 4.08  NOTICE OF DEFAULT. The Guarantor covenants that, as soon as
is practicable, the Guarantor will furnish the Trustee notice of any event which
is an Event of Default or which with the giving of notice or the passage of time
or both would constitute an Event of Default which has occurred and is
continuing on the date of such notice, which notice shall set forth the nature
of such event and the action which the Guarantor proposes to take with respect
thereto.

     SECTION 4.09  WAIVER OF CERTAIN COVENANTS OF GUARANTOR. The Guarantor may
omit in any particular instance to comply with any covenant, term, provision or
condition set forth in this Article Four with respect to the Securities of any
series if before the time for such compliance, the Holders of at least a
majority in principal amount of the Securities of such Series at the time
Outstanding shall either waive such compliance in such instance or generally
waive compliance with such covenant, term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Guarantor in respect of any such covenant, term, provision or
condition shall remain in full force and effect.

                                  ARTICLE FIVE

                             SECURITYHOLDERS' LISTS

     SECTION 5.01  COMPANY TO FURNISH TRUSTEE INFORMATION AS TO THE NAMES AND
ADDRESSES OF SECURITYHOLDERS. The Company will furnish or cause to be furnished
to the Trustee, not less than 45 days nor more than 60 days after each date
(month and day) specified as an Interest Payment Date for the Securities of the
first Series issued under this Indenture (whether or not any Securities of that
Series are then Outstanding), but in no event less frequently than semiannually,
and at such other times as the Trustee may request in writing, within 30 days
after receipt by the Company of any such request, a list, in such form as the
Trustee may reasonably require, containing all the information in the possession
or control of the Company, or any of its Paying Agents other than the Trustee,
as to the names and addresses of the Holders of Securities, obtained since the
date as of which the next previous list, if any, was furnished, excluding from
                                                                ---------
any such list the names and addresses received by the Trustee in its

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<PAGE>

capacity as registrar (if so acting). Any such list may be dated as of a date
not more than 15 days prior to the time such information is furnished and need
not include information received after such date.

     SECTION 5.02  PRESERVATION OF INFORMATION; COMMUNICATION TO
SECURITYHOLDERS. (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders of Securities of
each Series (1) contained in the most recent list furnished to it as provided in
Section 5.01, (2) received by the Trustee in the capacity of Paying Agent or
registrar (if so acting) and (3) filed with the Trustee within the two preceding
years as provided for in Section 5.04(c). The Trustee may destroy any list
furnished to it as provided in Section 5.01 upon receipt of a new list so
furnished.

     (b)  If three or more Holders of Securities (hereinafter referred to as
"applicants") apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Security for a period of
at least six months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders of
Securities of any Series or with Holders of all Securities with respect to their
rights under this Indenture or under such Securities, and is accompanied by a
copy of the form of proxy or other communication which such applicants propose
to transmit, then the Trustee shall, within five Business Days after the receipt
of such application, at its election, either:

          (1)  afford such applicants access to the information preserved at the
     time by the Trustee in accordance with the provisions of subsection (a) of
     this Section 5.02 or

          (2)  inform such applicants as to the approximate number of Holders of
     Securities of such Series or all Securities, as the case may be, whose
     names and addresses appear in the information preserved at the time by the
     Trustee in accordance with the provisions of subsection (a) of this Section
     5.02, and as to the approximate cost of mailing to such Securityholders the
     form of proxy or other communications, if any, specified in such
     application.

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each of the Holders of Securities of such Series, or all Securities, as
the case may be, whose name and address appear in the information preserved at
the time by the Trustee in accordance with the provisions of subsection (a) of
this Section 5.02, a copy of the form of proxy or other communication which is
specified in such request, with reasonable promptness after a tender to the
Trustee of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within five days after
such tender, the Trustee shall mail to such applicants and file with the
Commission, together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Trustee, such mailing would
be contrary to the best interests of the Holders of Securities of such Series or
all Securities, as the case may be, or would be in violation of applicable law.
Such written statement shall specify the basis of such opinion. If the
Commission, after opportunity for a hearing upon the objections specified in the
written statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, the Commission shall find, after notice and opportunity for hearing,
that all the objections so sustained have been met and shall enter an order so
declaring, the Trustee shall mail copies of such material to all such
Securityholders with reasonable promptness after the entry of such order and the
renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

     (c)  Each and every Holder of the Securities, by receiving and holding the
same, agrees with the Company, the Guarantor and the Trustee that neither the
Company nor the Guarantor nor the Trustee nor any Paying Agent nor any registrar
shall be held accountable by reason of the disclosure of any such information as
to the names and addresses of the Holders of Securities in accordance with the
provisions of subsection (b) of this Section 5.02, regardless of the source from
which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
said subsection (b).

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<PAGE>

     SECTION 5.03  REPORTS BY COMPANY AND GUARANTOR. (a) The Company and the
Guarantor each covenant and agree to file with the Trustee within 30 days after
the Company or the Guarantor is required to file the same with the Commission,
copies of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) which the Company or the
Guarantor may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934; or, if the Company or the
Guarantor is not required to file information, documents or reports pursuant to
either of such sections, then to file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Securities Exchange
Act of 1934 in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations.

     (b)  The Company and the Guarantor each covenant and agree to file with the
Trustee and the Commission, in accordance with the rules and regulations
prescribed from time to time by the Commission, such additional information,
documents and reports with respect to compliance by the Company or the
Guarantor, as the case may be, with the conditions and covenants provided for in
this Indenture as may be required from time to time by such rules and
regulations.

     (c)  The Company and the Guarantor each covenant and agree to transmit to
the Holders of Securities within 30 days after the filing thereof with the
Trustee, in the manner and to the extent provided in subsection (c) of Section
5.04 with respect to reports pursuant to subsection (a) of said Section 5.04,
such summaries of any information, documents and reports required to be filed by
the Company or the Guarantor, as the case may be, pursuant to subsections (a)
and (b) of this Section 5.03 as may be required by rules and regulations
prescribed from time to time by the Commission.

     (d)  The Company, the Guarantor and any other obligor on the Securities
each covenant and agree to furnish to the Trustee, not less than annually, a
brief certificate from the principal executive officer, principal financial
officer or principal accounting officer as to his or her knowledge of the
Company's or the Guarantor's compliance with all conditions and covenants of
this Indenture (which compliance shall be determined without regard to any
period of grace or requirement of notice as provided in this Indenture). Such
certificates need not comply with Section 14.03 of this Indenture.

     SECTION 5.04  REPORTS BY TRUSTEE. (a) On or before the first July 15th
following the date of execution of this Indenture, and on or before July 15 in
every year thereafter, if and so long as any Securities are Outstanding
hereunder, the Trustee shall transmit to the Securityholders as hereinafter in
this Section 5.04 provided, a brief report dated as of the preceding May 15 with
respect to any of the following events which may have occurred within the
previous 12 months (but if no such event has occurred within such period no
report need be transmitted):

          (1)  any change to its eligibility under Section 7.09, and its
     qualifications under Section 7.08;

          (2)  the creation of or any material change to a relationship
     specified in paragraph (1) through (10) of Section 7.08(d)

          (3)  the character and amount of any advances (and if the Trustee
     elects so to state, the circumstances surrounding the making thereof) made
     by the Trustee (as such) which remain unpaid on the date of such report,
     and for the reimbursement of which it claims or may claim a lien or charge,
     prior to that of the Securities of any Series, on any property or funds
     held or collected by it as Trustee, except that the Trustee shall not be
     required (but may elect) to state such advances if such advances so
     remaining unpaid aggregate not more than one-half of one percent of the
     principal amount of the Securities of such Series Outstanding on the date
     of such report;

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<PAGE>

          (4)  the amount, interest rate and maturity date of all other
     indebtedness owing by the Company or the Guarantor (or by any other obligor
     on the Securities) to the Trustee in its individual capacity, on the date
     of such report, with a brief description of any property held as collateral
     security therefor, except indebtedness based upon a creditor relationship
     arising in any manner described in paragraph (2), (3), (4) or (6) of
     subsection (b) of Section 7.13;

          (5)  any change to the property and funds, if any, physically in the
     possession of the Trustee (as such) on the date of such report;

          (6)  any additional issue of Securities which the Trustee has not
     previously reported; and

          (7)  any action taken by the Trustee in the performance of its duties
     under this Indenture which it has not previously reported and which in its
     opinion materially affects the Securities, except action in respect of a
     default, notice of which has been or is to be withheld by it in accordance
     with the provisions of Section 6.10.

     (b)  The Trustee shall transmit to the Securityholders, as hereinafter
provided, a brief report with respect to the character and amount of any
advances (and if the Trustee elects so to state, the circumstances surrounding
the making thereof) made by the Trustee (as such) since the date of the last
report transmitted pursuant to the provisions of subsection (a) of this Section
(or if no such report has yet been so transmitted, since the date of execution
of this Indenture), for the reimbursement of which it claims or may claim a lien
or charge prior to that of the Securities of any Series on property or funds
held or collected by it as Trustee, and which it has not previously reported
pursuant to this subsection, except that the Trustee shall not be required (but
may elect) to report such advances if such advances remaining unpaid at any time
aggregate ten percent or less of the principal amount of Securities of such
Series Outstanding at such time, such report to be transmitted within 90 days
after such time.

     (c)  Reports pursuant to this Section 5.04 shall be transmitted by mail to
(i) all Holders of Securities of any Series, as the names and addresses of such
Holders shall appear upon the Register of the Securities of such Series, (ii) to
such Holders of Securities as have, within the two years preceding such
transmission, filed their names and addresses with the Trustee for that purpose
and (iii) except in the case of reports pursuant to subsection (b) of this
Section 5.04 to each Holder whose name and address are preserved at the time by
the Trustee as provided in Section 5.02(a) hereof.

     (d)  A copy of each such report shall, at the time of such transmission to
Securityholders, be filed by the Trustee with each stock exchange upon which the
Securities of any Series are listed and also with the Commission. The Company
will notify the Trustee when and as the Securities of any Series become listed
on any stock exchange.

                                   ARTICLE SIX

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

     SECTION 6.01  EVENTS OF DEFAULT; ACCELERATION, WAIVER OF DEFAULT AND
RESTORATION OF POSITION AND RIGHTS. The term "Event of Default" whenever used
herein with respect to any particular Series of Securities shall mean any one of
the following events:

          (a)  default in the payment of any installment of interest on any
     Security of such Series as and when the same shall become due and payable,
     and continuance of such default for a period of 30 days, or

                                       24

<PAGE>

          (b)  default in the payment of all or any part of the principal of or
     any premium on any Security of such Series as and when the same shall
     become due and payable whether at maturity, by proceedings for redemption,
     by declaration or otherwise, or

          (c)  default in the satisfaction of any sinking fund payment
     obligation relating to such Series of Securities, when and as such
     obligation shall become due and payable, or

          (d)  failure on the part of the Company or the Guarantor duly to
     observe or perform in any material respect any other of the covenants or
     agreements on the part of the Company or the Guarantor in the Securities or
     in this Indenture (including any Supplemental Indenture or pursuant to any
     Certified Resolution, as contemplated by Section 2.01) specifically
     contained for the benefit of the Holders of the Securities of such Series,
     for a period of 90 days after there has been given, by registered or
     certified mail, to the Company and the Guarantor by the Trustee, or to the
     Company, the Guarantor and the Trustee by the Holders of not less than 25%
     in principal amount of the Securities of such Series and all other Series
     so benefitted (all Series voting as one class) at the time Outstanding
     under this Indenture a written notice specifying such failure and stating
     that such is a "Notice of Default" hereunder, or

          (e)  the entry by a court having jurisdiction in the premises of a
     decree or order for relief in respect of the Company in an involuntary case
     under any applicable bankruptcy, insolvency or other similar law now or
     hereafter in effect, or appointing a receiver, liquidator, assignee,
     custodian, trustee, sequestrator (or similar official) of the Company or
     for any substantial part of its property, or ordering the winding up or
     liquidation of its affairs, if such decree or order shall remain unstayed
     and in effect for a period of 60 consecutive days, or

          (f)  the commencement by the Company of a voluntary case under any
     applicable bankruptcy, insolvency or other similar law now or hereafter in
     effect, or the Company's consent to the entry of an order for relief in any
     involuntary case under any such law, or its consent to the appointment of
     or taking possession by a receiver, liquidator, assignee, trustee,
     custodian, sequestrator (or similar official) of the Company or for any
     substantial part of its property, or the making by the Company of any
     general assignment for the benefit of creditors, or its failure generally
     to pay its debts as they become due or the taking by the Company of any
     corporate action in furtherance of any of the foregoing, or

          (g)  the entry by a court having jurisdiction in the premises of a
     decree or order for relief in respect of the Guarantor in an involuntary
     case under any applicable bankruptcy, insolvency or other similar law now
     or hereafter in effect, or appointing a receiver, liquidator, assignee,
     custodian, trustee, sequestrator (or similar official) of the Guarantor or
     for any substantial part of its property, or ordering the winding up or
     liquidation of its affairs, if such decree or order shall remain unstayed
     and in effect for a period of 60 consecutive days, or

          (h)  the commencement by the Guarantor of a voluntary case under any
     applicable bankruptcy, insolvency or other similar law now or hereafter in
     effect, or the Guarantor's consent to the entry of an order for relief in
     any involuntary case under any such law, or its consent to the appointment
     of or taking possession by a receiver, liquidator, assignee, trustee,
     custodian, sequestrator (or similar official) of the Guarantor or for any
     substantial part of its property, or the making by the Guarantor of any
     general assignment for the benefit of creditors, or its failure generally
     to pay its debts as they become due or the taking by the Guarantor of any
     corporate action in furtherance of any of the foregoing.

     If an Event of Default shall have occurred and be continuing with respect
to any one or more Series of Outstanding Securities, then and in each and every
such case, unless the principal amount of all the Securities of each Series as
to which there is an Event of Default shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in principal amount of
the Securities of such Series then Outstanding hereunder (each such Series
voting as a separate class) by notice in writing to the Company and to the
Guarantor (and to the Trustee if given by Securityholders) may declare

                                       25

<PAGE>

the principal amount (or, if the Securities of any such Series are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of such Series) of all the Securities of such Series,
together with any accrued interest, to be due and payable immediately and upon
any such declaration the same shall be immediately due and payable, anything in
this Indenture or in the Securities of such Series contained to the contrary
notwithstanding. The foregoing provisions, however, are subject to the condition
that if, at any time after the principal amount of the Securities of any one or
more Series (or of all the Securities, as the case may be) shall have been so
declared due and payable, and before any judgment or decree for the payment of
moneys due shall have been obtained or entered as hereinafter provided, the
Company or the Guarantor shall pay or shall deposit with the Trustee a sum
sufficient to pay any matured installments of interest upon all the Securities
of such Series (or upon all the Securities, as the case may be) and the
principal of any and all Securities of such Series (or of any and all the
Securities, as the case may be) which shall have become due otherwise than by
declaration (with interest on overdue installments of interest to the extent
permitted by law and on such principal at the rate or rates of interest borne by
or prescribed therefor in the Securities of such Series to the date of such
payment or deposit) and the amounts payable to the Trustee under Section 7.06
and any and all defaults under the Indenture with respect to Securities of such
Series (or all Securities, as the case may be), other than the non-payment of
principal of and any accrued interest on Securities of such Series (or any
Securities, as the case may be) which shall have become due by declaration shall
have been cured, remedied or waived as provided in Section 6.09 -- then and in
every such case the Holders of a majority in principal amount of the Securities
of such Series (or of all the Securities, as the case may be) then Outstanding
(such Series or all Series voting as one class if more than one Series are so
entitled) by written notice to the Company, to the Guarantor and to the Trustee,
may rescind and annul such declaration and its consequences; but no such
rescission and annulment shall extend to or shall affect any subsequent default,
or shall impair any right consequent thereon.

     In case the Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because
of such rescission or annulment or for any other reason or shall have been
determined adversely to the Trustee, then and in every such case the Company,
the Guarantor, the Trustee and the Holders of the Securities of such Series (or
of all the Securities, as the case may be) shall be restored respectively to
their former positions and rights hereunder, and all rights, remedies and powers
of the Company, the Guarantor and the Trustee and the Holders of the Securities
of such Series (or of all the Securities, as the case may be) shall continue as
though no such proceedings had been taken.

     SECTION 6.02  COVENANT OF COMPANY TO PAY TO TRUSTEE WHOLE AMOUNT DUE ON
SECURITIES ON DEFAULT IN PAYMENT OF INTEREST OR PRINCIPAL. The Company covenants
that:

          (1)  in case default shall be made in the payment of any installment
     of interest on any of the Securities of any Series as and when the same
     shall become due and payable, and such default shall have continued for a
     period of 30 days or

          (2)  in case default shall be made in the payment of all or any part
     of the principal of any of the Securities of any Series when the same shall
     have become due and payable, whether at the Stated Maturity of the
     Securities of such Series or by any call for redemption or upon declaration
     of acceleration or otherwise or

          (3)  default shall be made in the satisfaction of any sinking fund
     obligation when and as such obligation becomes due and payable,

upon demand of the Trustee, the Company will pay to the Trustee, for the benefit
of the Holders of the Securities of such Series, the whole amount that then
shall have become due and payable on all such Securities of such Series for
principal (and any premium) and interest and for any overdue sinking fund
payment together with interest upon the overdue principal and installments of
interest (to the extent permitted by law) at the rate or rates of interest borne
by, or prescribed therefor in, the Securities of such Series; and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expense of collection, including a reasonable compensation to the Trustee, its
agents and counsel, and any

                                       26

<PAGE>

expenses or liabilities incurred, and all advances made, by the Trustee
hereunder other than through its negligence or bad faith.

     In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as Trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceedings to judgment or final decree, and may enforce any such
judgment or final decree against the Company, the Guarantor or any other obligor
upon such Securities, and collect in the manner provided by law out of the
property of the Company, the Guarantor or any other obligor upon such Securities
wherever situated the moneys adjudged or decreed to be payable.

     If an Event of Default with respect to Securities of any Series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders of Securities of such Series 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 6.03  TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other similar judicial proceeding
relative to the Company or any other obligor upon the Securities or the property
of the Company or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Securities of any Series shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, to the fullest extent permitted by law, by intervention in such
proceeding or otherwise:

          (i)  to file and prove a claim for the whole amount of principal (and
     premium, if any) and interest owing and unpaid in respect of the Securities
     (or, if the Securities are Original Issue Discount Securities, such portion
     of the principal amount as may be specified in the terms of such
     Securities) and to file such other papers or documents as may be necessary
     or advisable in order to have the claims of the Trustee (including any
     claim for the reasonable compensation, expenses, disbursements and advances
     of the Trustee, its agents and counsel) and of the Holders allowed in such
     judicial proceeding, and

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

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 7.06.

     Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the 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.

     SECTION 6.04  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 to the fullest extent permitted by law
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,

                                       27

<PAGE>

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 6.05  APPLICATION OF MONEYS COLLECTED BY TRUSTEE. Any moneys
collected by the Trustee pursuant to Section 6.02 shall be applied in the order
following, at the date or dates fixed by the Trustee for the distribution of
such moneys, upon presentation of the several Securities in respect of which
moneys have been collected, and stamping thereon 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
     7.06;

          SECOND: In case the principal of the Outstanding Securities in respect
     of which moneys have been collected shall not have become due and be
     unpaid, to the payment of any interest on such Securities, in the order of
     the maturity of the installments of such interest, with interest upon the
     overdue installments of interest (so far as permitted by law and to the
     extent that such interest has been collected by the Trustee at the rate or
     rates of interest borne by such Securities or prescribed therefor therein),
     such payments to be made ratably to the Persons entitled thereto, without
     discrimination or preference;

          THIRD: In case the principal of the Outstanding Securities in respect
     of which such moneys have been collected shall have become due, by
     declaration or otherwise, to the payment of the whole amount then owing and
     unpaid upon such Securities for principal and interest, if any, with
     interest on the overdue principal and any installments of interest (so far
     as permitted by law and to the extent that such interest has been collected
     by the Trustee) at the rate or rates of interest borne by, or prescribed
     therefor in, such Securities; and in case such moneys shall be insufficient
     to pay in full the whole amount so due and unpaid upon such Securities,
     then to the payment of such principal and interest, without preference or
     priority of principal over interest, or of interest over principal, or of
     any installment of interest over any other installment of interest, or of
     any Security over any other Security, ratably to the aggregate of such
     principal and accrued and unpaid interest; and

          FOURTH: To the payment of the remainder, with appropriate interest to
     the Company, the Guarantor or their successors or assigns, or to whomsoever
     may be lawfully entitled to receive the same, or as a court of competent
     jurisdiction may direct.

     SECTION 6.06  LIMITATION ON SUITS BY HOLDERS OF SECURITIES. No Holder of
any Security of any Series shall have any right by virtue or by availing of any
provision of this Indenture to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Indenture or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless
such Holder previously shall have given to the Trustee written notice of a
continuing Event of Default, as hereinbefore provided, and unless also the
Holders of not less than 25% in principal amount of the Securities of such
Series then Outstanding shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby (including the reasonable fees of counsel for the Trustee), and the
Trustee, for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit or
proceeding and no direction inconsistent with such written request shall have
been given to the Trustee pursuant to this Section 6.06; it being understood and
intended, and being expressly covenanted by the taker and Holder of every
Security with every other taker and Holder and the Trustee, that no one or more
Holders of Securities shall have any right in any manner whatever by virtue or
by availing of any provision of this Indenture to affect, disturb or prejudice
the rights of the Holders of any other of such Securities, or to obtain or seek
to obtain priority over or preference to any other such Holder, or to enforce
any right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all Holders of Securities. For the
protection and enforcement of the provisions of this Section, each and every
Holder and the Trustee shall be entitled to such relief as can be given either
at law or in equity.

                                       28

<PAGE>

     Notwithstanding any other provisions in this Indenture, the right of any
Holder of any Security to receive payment of the principal of and interest on
such Security, on or after the respective due dates expressed in such Security
(or, in the case of redemption on or after the date fixed for redemption), or to
institute suit for the enforcement of any such payment on or after such
respective dates shall not be impaired or affected without the consent of such
Holder.

     SECTION 6.07  RIGHTS AND REMEDIES CUMULATIVE. All powers and remedies
given by this Article Six to the Trustee or to the Holders shall, to the extent
permitted by law, be deemed cumulative and not exclusive of any thereof or of
any other powers and remedies available to the Trustee or the Holders, by
judicial proceedings or otherwise, to enforce the performance or observance of
the covenants and agreements contained in this Indenture, and no delay or
omission of the Trustee or of any Holder of any of the Securities to exercise
any right or power accruing upon any default occurring and continuing as
aforesaid shall impair any such right or power, or shall be construed to be a
waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 6.06, every power and remedy given by this Article Six or
by law to the Trustee or to the Holders may be exercised from time to time, and
as often as shall be deemed expedient, by the Trustee or by the Holders. The
assertion or employment of any right or remedy hereunder or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate right or
remedy.

     SECTION 6.08  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 the provisions of Section 6.06, every right and remedy given by this
Article Six or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.

     SECTION 6.09  CONTROL BY HOLDERS; WAIVER OF PAST DEFAULTS. The Holders of
a majority in principal amount of the Securities of a Series at the time
Outstanding (determined as provided in Section 8.04) and with respect to which
an Event of Default shall have occurred and be continuing shall have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee; provided, however, that, subject to Section 7.01, the Trustee shall
have the right to decline to follow any such direction if the Trustee in
reliance upon an Opinion of Counsel determines that the action so directed may
not lawfully be taken, or if the Trustee in good faith shall, by a Responsible
Officer or Officers of the Trustee, determine that the proceedings so directed
would be illegal or involve it in personal liability or be unduly prejudicial to
the rights of Holders not parties to such direction, and provided further that
nothing in this Indenture shall impair the right of the Trustee to take any
action deemed proper by the Trustee and which is not inconsistent with such
direction by the Holders.

     The Company may set a special record date for purposes of determining the
identity of the Holders of Securities entitled to vote or consent to any action
by vote or consent authorized or permitted by this Section 6.09. Such record
date shall be the later of 15 days prior to the first solicitation of such
consent or the date of the most recent list of holders furnished to the Trustee
pursuant to Section 5.01 of this Indenture prior to such solicitation.

     The Holders of not less than a majority in principal amount of the
Securities of any Series at the time Outstanding (determined as provided in
Section 8.04) may on behalf of the Holders of all the Securities of such Series
waive any past Event of Default with respect to such Series and its consequences
(subject to Section 6.02), except a continuing Event of Default specified in
Section 6.01(a), (b) or (c), or in respect of a covenant or provision hereof
which under Article Ten cannot be modified or amended without the consent of the
Holder of each Security so affected. Upon any such waiver, the Company, the
Guarantor, the Trustee and the Holders of the Securities of such Series shall be
restored to their former positions and rights hereunder, respectively, and such
Event of Default shall be deemed to have been cured and not continuing for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Event of Default or impair any right consequent thereon.

                                       29

<PAGE>

     SECTION 6.10  TRUSTEE TO GIVE NOTICE OF DEFAULTS KNOWN TO IT, BUT MAY
WITHHOLD IN CERTAIN CIRCUMSTANCES. The Trustee shall, within 90 days after the
occurrence of any default hereunder with respect to the Securities of any
Series, give to the Holders of the Securities of such Series in the manner and
to the extent provided in subsection (c) of Section 5.04 with respect to reports
pursuant to subsection (a) of said Section 5.04, notice of such default known to
the Trustee unless such default shall have been cured, remedied or waived before
the giving of such notice (the term "default" for the purposes of this Section
6.10 being hereby defined to be the events specified in Section 6.01 and any
additional events specified in the terms of any Series of Securities pursuant to
Section 2.01 not including any periods of grace provided for therein, and
irrespective of the giving of written notice specified in clause (d) of Section
6.01 and in any such terms); provided, that except in the case of default in the
payment of the principal of or interest on any of the Securities of such Series,
the Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee, or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interest of the Holders of the Securities
of such Series.

     SECTION 6.11  REQUIREMENT OF AN UNDERTAKING TO PAY COSTS IN CERTAIN SUITS
UNDER THE INDENTURE OR AGAINST THE TRUSTEE. All parties to this Indenture
agree, and each Holder of any Security by such Holder's acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section 6.11 shall not apply to
any suit instituted by the Trustee, to any suit instituted by any Holder of
Securities of any Series, or group of such Holders, holding in the aggregate
more than ten percent in principal amount of the Securities of such Series
Outstanding, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of or any interest or premium on any Security, on or
after the due date expressed in such Security (or in the case of any redemption,
on or after the Redemption Date).

                                  ARTICLE SEVEN

                             CONCERNING THE TRUSTEE

     SECTION 7.01  CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE. The
Trustee, prior to the occurrence of an Event of Default and after the curing,
remedying or waiving of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default has occurred (which has not
been cured, remedied or waived), the Trustee shall exercise such of the rights
and powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

     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, provided, however, that:

          (a)  prior to the occurrence of an Event of Default and after the
     curing, remedying or waiving of all Events of Default which may have
     occurred:

               (1)  the duties and obligations of the Trustee shall be
          determined solely by the express provisions of this Indenture and the
          Trustee shall not be liable except for the performance of such duties
          and obligations as are specifically set forth in this Indenture, and
          no implied covenants or obligations shall be read into this Indenture
          against the Trustee; and

               (2)  in the absence of bad faith on the part of the Trustee, the
          Trustee may conclusively rely, as to the truth of the statements and
          the correctness of the opinions

                                       30

<PAGE>

          expressed therein, upon any 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;

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

          (c)  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 Securities pursuant to Section 6.09 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 upon the Trustee,
     under this Indenture.

     None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers, if there is reasonable ground for believing that
the repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it.

     SECTION 7.02  CERTAIN RIGHTS OF TRUSTEE. Except as otherwise provided in
Section 7.01:

     (a)  The Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond, debenture, note 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, direction, order or demand of the Company or the
Guarantor mentioned herein shall be sufficiently evidenced by an Officer's
Certificate (unless other evidence in respect thereof shall be herein
specifically prescribed); and any resolution of the Board of Directors of the
Company or of the Guarantor may be evidenced to the Trustee by a copy thereof
certified by the Secretary or an Assistant Secretary of the Company or the
Guarantor, as the case may be.

     (c)  The Trustee may consult with counsel and the written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in accordance with such written advice or Opinion of Counsel.

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

     (e)  The Trustee shall not be liable for any action taken or omitted by it
in good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Indenture.

     (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, consent, order, approval, bond, debenture,
note or other paper or document, unless requested in writing so to do by the
Holders of Securities pursuant to Section 6.09; provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security

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afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such costs, expenses or liabilities as a condition
to so proceeding; and provided further, that nothing in this subsection (f)
shall require the Trustee to give the Securityholders any notice other than that
required by Section 6.10. The reasonable expense of every such examination shall
be paid by the Company or, if paid by the Trustee, shall be repaid by the
Company upon demand.

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

     (h)  The Trustee shall be under no responsibility for the approval by it in
good faith of any expert for any of the purposes expressed in this Indenture.

     SECTION 7.03  TRUSTEE NOT RESPONSIBLE FOR RECITALS OR APPLICATION OF
PROCEEDS. The recitals contained herein and in the Securities (other than the
certificate of authentication on the Securities) shall be taken as the
statements of the Company or the Guarantor, as the case may be, and the Trustee
assumes no responsibility for the correctness of the same. 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 any of the Securities or of the proceeds thereof.

     SECTION 7.04  TRUSTEE MAY OWN SECURITIES. The Trustee, any Paying Agent,
registrar or any agent of the Company or of the Trustee, in its individual or
any other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not Trustee, Paying Agent, registrar or such
other agent.

     SECTION 7.05  MONEYS RECEIVED BY TRUSTEE TO BE HELD IN TRUST. Moneys held
by the Trustee in trust 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 7.06  TRUSTEE ENTITLED TO COMPENSATION, REIMBURSEMENT AND
INDEMNITY. The Company covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to, reasonable compensation (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of any express trust), and the Company will pay or reimburse the Trustee
upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in connection with the acceptance or
administration of its trust under this Indenture (including the reasonable
compensation and the expenses and disbursements of its counsel and of all
Persons not regularly in its employ) except any such expense, disbursement or
advance as may arise from its negligence or bad faith. The Company also agrees
to indemnify the Trustee for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or bad faith on the part of the
Trustee and arising out of or in connection with the acceptance or
administration of this trust, including the reasonable costs and expenses of
defending itself against any claim of liability in the premises. The obligations
of the Company under this Section to compensate the Trustee, to pay or reimburse
the Trustee for expenses, disbursements and advances and to indemnify and hold
harmless the Trustee shall constitute additional indebtedness hereunder and
shall survive the satisfaction and discharge of this Indenture. Such additional
indebtedness shall be secured by a lien prior 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 payment of principal of or interest or redemption premium on
particular Securities.

     SECTION 7.07  RIGHT OF TRUSTEE TO RELY ON OFFICERS' CERTIFICATE WHERE NO
OTHER EVIDENCE SPECIFICALLY PRESCRIBED. Except as otherwise provided in Section
7.01, whenever in the administration of the provisions of this Indenture the
Trustee shall deem it necessary or desirable that a matter be proved or
established prior to taking, suffering or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad

                                       32

<PAGE>

faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers' Certificate of the Company or the Guarantor
delivered to the Trustee, and such Certificate, in the absence of negligence or
bad faith on the part of the Trustee, shall be full warrant to the Trustee for
any action taken, suffered or omitted by it under the provisions of this
Indenture upon the faith thereof.

     SECTION 7.08  DISQUALIFICATION; CONFLICTING INTEREST. (a) If the
Trustee has or shall acquire any conflicting interest, as defined in this
Section 7.08, it shall, within 90 days after ascertaining that it has such
conflicting interest, and if the Event of Default to which such conflicting
interest relates has not been cured or duly waived or otherwise eliminated
before the end of such 90-day period, the Trustee shall either eliminate such
conflicting interest or, except as otherwise provided in this Section 7.08,
resign in the manner and with the effect specified in Section 7.10, such
resignation to become effective upon the appointment of a successor trustee and
such successor's acceptance of such appointment, and the Company shall take
prompt steps to have a successor appointed in the manner provided in Section
7.10.

     (b)  In the event that the Trustee shall fail to comply with the provisions
of subsection (a) of this Section, the Trustee shall, within ten days after the
expiration of such 90-day period, transmit notice of such failure to the
Securityholders in the manner and to the extent provided in subsection (c) of
Section 5.04 with respect to reports pursuant to subsection (a) of said Section
5.04.

     (c)  Subject to the provisions of Section 6.11 of this Indenture, unless
the Trustee's duty to resign is stayed as provided in subsection (f) of this
Section 7.08, any Holder who has been a bona fide Holder of Securities for at
least six months may, on such Holder's behalf and on behalf of all other Holders
similarly situated, petition any court of competent jurisdiction for the removal
of such Trustee and the appointment of a successor, if such Trustee fails after
written request thereof by such Holder to comply with the provisions of
subsection (a) of this Section 7.08.

     (d)  For the purposes of this Section 7.08 the Trustee shall be deemed to
have a conflicting interest with respect to the Securities of any Series if an
Event of Default (exclusive of any period of grace or requirement of notice) has
occurred with respect to securities of such Series and:

          (1)  the Trustee is trustee under another indenture under which any
     other securities, or certificates of interest or participation in any other
     securities, of the Company or the Guarantor or any other obligor on the
     Securities are outstanding or is trustee for more than one outstanding
     series of securities, as hereinafter defined, under a single indenture of
     the Company, the Guarantor or any other obligor on the Securities, unless
     such other indenture is a collateral trust indenture under which the only
     collateral consists of Securities, provided that there shall be excluded
     from the operation of this paragraph, this Indenture with respect to the
     Securities of any other Series outstanding; the Indenture dated as of June
     15, 1995 between Chevron Corporation and the Trustee; the Indenture dated
     as of May 15, 1987 among Chevron Capital U.S.A. Inc., as issuer, Chevron
     Corporation, as guarantor and the Trustee; the Indenture dated as of
     October 15, 1991 among Chevron Corporation Profit Sharing/Savings Plan
     Trust Fund, as issuer, Chevron Corporation, as guarantor, and the Trustee;
     the Indenture dated as of July 15, 2002 among ChevronTexaco Capital
     Company, as issuer, ChevronTexaco Corporation as guarantor and the Trustee;
     and any other indenture or indentures under which other securities, or
     certificates of interest or participation in other securities, of the
     Company or the Guarantor or any other obligor on the Securities are
     outstanding, if (A) this Indenture is and such other indenture or
     indentures (and all series of securities issued thereunder) are wholly
     unsecured and rank equally, and such other indenture or indentures (and
     such series) are hereafter qualified under the Trust Indenture Act of 1939,
     unless the Commission shall have found and declared by order pursuant to
     subsection (b) of Section 305 or subsection (c) of Section 307 of the Trust
     Indenture Act of 1939, that differences exist between the provisions of
     this Indenture with respect to Securities of such Series and one or more
     other Series, or the provisions of this Indenture and the provisions of
     such other indenture or indentures (or such series), which are so likely to
     involve a material conflict of interest as to make it necessary in the
     public interest or for the protection of investors to disqualify the
     Trustee from acting as such under this Indenture with respect to Securities
     of such Series and such other Series, or under this Indenture and such
     other indenture or indentures, or

                                       33

<PAGE>

     (B) the Company or the Guarantor shall have sustained the burden of
     proving, on application to the Commission and after opportunity for hearing
     thereon, that the trusteeship under this Indenture with respect to
     Securities of such Series and such other Series, or under this Indenture
     and such other indenture, is not so likely to involve a material conflict
     of interest as to make it necessary in the public interest or for the
     protection of investors to disqualify the Trustee from acting as such under
     this Indenture with respect to Securities of such Series and such other
     Series, or under this Indenture and one of such indentures,

          (2)  the Trustee or any of its directors or executive officers is an
     underwriter for the Company or the Guarantor or any other obligor on the
     Securities,

          (3)  the Trustee directly or indirectly controls or is directly or
     indirectly controlled by or is under direct or indirect common control with
     an underwriter for the Company or the Guarantor or any other obligor on the
     Securities,

          (4)  the Trustee or any of its directors or executive officers is a
     director, officer, partner, employee, appointee or representative of the
     Company or the Guarantor or any other obligor on the Securities, or of an
     underwriter (other than the Trustee itself) for the Company or the
     Guarantor or any other obligor on the Securities who is currently engaged
     in the business of underwriting, except that (A) one individual may be a
     director and/or an executive officer of the Trustee and a director and/or
     an executive officer of the Company or the Guarantor or any other obligor
     on the Securities, but may not be at the same time an executive officer of
     both the Trustee and the Company or the Guarantor or any other obligor on
     the Securities; (B) if and so long as the number of directors of the
     Trustee in office is more than nine, one additional individual may be a
     director and/or an executive officer of the Trustee and a director of the
     Company or the Guarantor or any other obligor on the Securities; and (C)
     the Trustee may be designated by the Company or the Guarantor or any other
     obligor on the Securities or by an underwriter for the Company or the
     Guarantor or any other obligor on the Securities to act in the capacity of
     transfer agent, registrar, custodian, paying agent, fiscal agent, escrow
     agent or depository, or in any other similar capacity, or, subject to the
     provisions of paragraph (1) of this subsection (d), to act as trustee
     whether under an indenture or otherwise,

          (5)  ten percent or more of the voting securities of the Trustee are
     beneficially owned either by the Company or the Guarantor or any other
     obligor on the Securities or by any director, partner or executive officer
     thereof, or 20% or more of such voting securities is beneficially owned,
     collectively, by any two or more of such Persons; or ten percent or more of
     the voting securities of the Trustee are beneficially owned either by an
     underwriter for the Company or the Guarantor or any other obligor on the
     Securities or by any director, partner or executive officer thereof,
     respectively, or are beneficially owned, collectively, by any two or more
     such Persons,

          (6)  the Trustee is the beneficial owner of, or holds as collateral
     security for an obligation which is in default as hereinafter defined, (A)
     five percent or more of the voting securities, or ten percent or more of
     any other class of security, of the Company or the Guarantor or any other
     obligor on the Securities, not including the Securities and securities
     issued under any other indenture under which the Trustee is also trustee,
     or (B) ten percent or more of any class of security of an underwriter for
     the Company or the Guarantor or any other obligor on the Securities,

          (7)  the Trustee is the beneficial owner of, or holds as collateral
     security for an obligation which is in default, as hereinafter defined,
     five percent or more of the voting securities of any Person who, to the
     knowledge of the Trustee, owns ten percent or more of the voting securities
     of, or controls directly or indirectly or is under direct or indirect
     common control with the Company or the Guarantor or any other obligor on
     the Securities,

          (8)  the Trustee is the beneficial owner of, or holds as collateral
     security for an obligation which is in default, as hereinafter defined, ten
     percent or more of any class of security

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<PAGE>

     of any Person who, to the knowledge of the Trustee, owns 50% or more of the
     voting securities of the Company or the Guarantor or any other obligor on
     the Securities,

          (9)  the Trustee owns on the date of the occurrence of such Event of
     Default (exclusive of any period of grace or requirement of notice) or any
     anniversary thereof while such Event of Default remains outstanding, in the
     capacity of executor, administrator, testamentary or inter vivos trustee,
     guardian, committee or conservator, or in any other similar capacity an
     aggregate of 25% or more of the voting securities or of any class of
     security, of any Person, the beneficial ownership of a specified percentage
     of which would have constituted a conflicting interest under paragraph (6),
     (7) or (8) of this subsection (d). As to any such securities of which the
     Trustee acquired ownership through becoming executor, administrator or
     testamentary trustee of an estate which included them, the provisions of
     the preceding sentence shall not apply, for a period of two years from the
     date of such acquisition, to the extent that such securities included in
     such estate do not exceed 25% of such voting securities or 25% of any such
     class of security. Promptly after the date of the occurrence of any such
     Event of Default and annually in each succeeding year that the Securities
     or any Series thereof remain in default, the Trustee shall make a check of
     its holdings of such securities in any of the above-mentioned capacities as
     of such date. If the Company or the Guarantor or any other obligor on the
     Securities fails to make payment in full of principal of or interest on any
     of the Securities when and as the same becomes due and payable and such
     failure continues for 30 days thereafter, the Trustee shall make a prompt
     check of its holdings of such securities in any of the above-mentioned
     capacities as of the date of the expiration of such 30-day period, and
     after such date, notwithstanding the foregoing provisions of this paragraph
     (9), all such securities so held by the Trustee, with sole or joint control
     over such securities vested in it, shall, but only so long as such failure
     shall continue, be considered as though beneficially owned by the Trustee
     for the purposes of paragraphs (6), (7) and (8) of this subsection (d), or

          (10) except under the circumstances described in paragraphs (1), (3),
     (4), (5) or (6) of Section 7.13(b), the Trustee shall be or become a
     creditor of the Company or the Guarantor or any other obligor on the
     Securities.

     The specifications of percentages in paragraphs (5) to (9), inclusive, of
this subsection (d) shall not be construed as indicating that the ownership of
such percentages of the securities of a Person is or is not necessary or
sufficient to constitute direct or indirect control for the purposes of
paragraph (3) or (7) of this subsection (d).

     For the purposes of paragraphs (6), (7), (8) and (9) of this subsection (d)
only, (A) the terms "security" and "securities" shall include only such
securities as are generally known as corporate securities, but shall not include
any note or other evidence of indebtedness issued to evidence an obligation to
repay moneys lent to a Person by one or more banks, trust companies or banking
firms, or any certificate of interest or participation in any such note or
evidence of indebtedness; (B) an obligation shall be deemed to be in default
when a default in payment of principal shall have continued for 30 days or more
and shall not have been cured; and (C) the Trustee shall not be deemed to be the
owner or Holder of (i) any security which it holds as collateral security (as
trustee or otherwise) for an obligation which is not in default as defined in
clause (B) above, or (ii) any security which it holds as collateral security
under this Indenture, irrespective of any default hereunder, or (iii) any
security which it holds as agent for collection, or as custodian, escrow agent
or depository, or in any similar representative capacity.

     (e)  For the purposes of this Section 7.08:

          (1)  The term "underwriter" when used with reference to the Company or
     the Guarantor or any other obligor on the Securities shall mean every
     Person who, within one year prior to the time as of which the determination
     is made, has purchased from the Company or the Guarantor or any other
     obligor on the Securities with a view to, or has offered or sold for the
     Company or the Guarantor or any other obligor on the Securities in
     connection with, the distribution of any security of the Company or the
     Guarantor or any other obligor on the Securities

                                       35

<PAGE>

     outstanding at such time, or has participated or has had a direct or
     indirect participation in any such undertaking, or has participated or has
     had a participation in the direct or indirect underwriting of any such
     undertaking, but such term shall not include a Person whose interest was
     limited to a commission from an underwriter or dealer not in excess of the
     usual and customary distributors' or sellers' commission.

          (2)  The term "director" shall mean any director of a corporation or
     any individual performing similar functions with respect to any
     organization whether incorporated or unincorporated.

          (3)  The term "trust" shall include only a trust where the interest or
     interests of the beneficiary or beneficiaries are evidenced by a security.

          (4)  The term "voting security" shall mean any security presently
     entitling the owner or Holder thereof to vote in the direction or
     management of the affairs of a Person, or any security issued under or
     pursuant to any trust, agreement or arrangement whereby a trustee or
     trustees or agent or agents for the owner or Holder of such security are
     presently entitled to vote in the direction or management of the affairs of
     a Person.

          (5)  The term "executive officer" shall mean the president, every
     vice-president, every trust officer, the cashier, the secretary and the
     treasurer of a corporation, and any individual customarily performing
     similar functions with respect to any organization whether incorporated or
     unincorporated, but shall not include the chairman of the board of
     directors.

          (6)  Except for purposes of paragraphs (6), (7), (8) and (9) of
     subsection (d) of this Section 7.08, the term "security" or "securities"
     shall mean any note, stock, treasury stock, bond, debenture, evidence of
     indebtedness, certificate of interest or participation in any
     profit-sharing agreement, collateral-trust certificate, pre-organization
     certificate or subscription, transferable share, investment contract,
     voting-trust certificate, certificate of deposit for a security, fractional
     undivided interest in oil, gas or other mineral rights, or, in general, any
     interest or instrument commonly known as a "security" or any certificate of
     interest or participation in, temporary or interim certificate for, receipt
     for, guarantee of, or warrant or right to subscribe to or purchase, any of
     the foregoing.

          (7)  For the purpose of subsection (d)(1) of this Section 7.08, the
     term "Series of securities" or "Series" means a Series, class or group of
     securities issuable under an indenture pursuant to whose terms Holders of
     one such Series may vote to direct the indenture trustee, or otherwise take
     action pursuant to a vote of such holders, separately from holders of
     another such Series; provided, that "Series of securities" or "Series"
     shall not include any Series of securities issuable under an indenture if
     all such Series rank equally and are wholly unsecured.

     The percentages of voting securities and other securities specified in this
Section 7.08 shall be calculated in accordance with the following provisions:

          (A)  A specified percentage of the voting securities of the Trustee,
     the Company, the Guarantor or any other Person referred to in this Section
     7.08 (each of whom is referred to as a "Person" in this paragraph) means
     such amount of the outstanding voting securities of such Person as entitles
     the Holder or Holders thereof to cast such specified percentage of the
     aggregate votes which the Holders of all the outstanding voting securities
     of such Person are entitled to cast in the direction or management of the
     affairs of such Person.

          (B)  A specified percentage of a class of securities of a Person means
     such percentage of the aggregate amount of securities of the class
     outstanding.

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<PAGE>

          (C)  The term "amount", when used in regard to securities, means the
     principal amount if relating to evidences of indebtedness, the number of
     shares if relating to capital shares, and the number of units if relating
     to any other kind of security.

          (D)  The term "outstanding" means issued and not held by or for the
     account of the issuer. The following securities shall not be deemed
     outstanding within the meaning of this definition:

               (i)   securities of an issuer held in a sinking fund relating to
          securities of the issuer of the same class;

               (ii)  securities of an issuer held in a sinking fund relating to
          another class of securities of the issuer, if the obligation evidenced
          by such other class of securities is not in default as to principal or
          interest or otherwise;

               (iii) securities pledged by the issuer thereof as security for an
          obligation of the issuer not in default as to principal or interest or
          otherwise; and

               (iv)  securities held in escrow if placed in escrow by the issuer
          thereof;

     provided, however, that any voting securities of an issuer shall be deemed
     outstanding if any Person other than the issuer is entitled to exercise the
     voting rights thereof.

          (E)  A security shall be deemed to be of the same class as another
     security if both securities confer upon the Holder or Holders thereof
     substantially the same rights and privileges, provided, however, that, in
     the case of secured evidences of indebtedness, all of which are issued
     under a single indenture, differences in the interest rates or maturity
     dates of various Series thereof shall not be deemed sufficient to
     constitute such Series different classes, and provided further that, in the
     case of unsecured evidences of indebtedness, differences in the interest
     rate or maturity dates thereof shall not be deemed sufficient to constitute
     them securities of different classes, whether or not they are issued under
     a single indenture.

     (f)  Except in the case of a default in the payment of the principal of or
interest on any Securities, or in the payment of any sinking or purchase fund
installment, the Trustee shall not be required to resign as provided by this
Section 7.08 if the Trustee shall have sustained the burden of proving, on
application to the Commission and after opportunity for hearing thereon, that
(i) the default under this Indenture may be cured or waived during a reasonable
period and under the procedures described in such application, and (ii) a stay
of the Trustee's duty to resign will not be inconsistent with the interests of
Holders of such Series of Securities. The filing of such an application shall
automatically stay the performance of the duty to resign until the Commission
orders otherwise. Any resignation of the Trustee shall become effective only
upon the appointment of a successor trustee and such successor's acceptance of
such appointment.

     SECTION 7.09  REQUIREMENTS FOR ELIGIBILITY OF TRUSTEE. There shall always
be at least one Trustee hereunder. The Trustee hereunder shall at all times be a
corporation organized and doing business as a commercial bank under the laws of
the United States or any state thereof or of the District of Columbia or a
corporation or other Person permitted to act as a trustee by the Commission and,
in each case, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $100,000,000 and subject to
supervision or examination by Federal, State or District of Columbia authority.
If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. No
obligor on the Securities or Person directly or indirectly controlling,
controlled by or under common control with such obligor shall serve as Trustee.
In case at any time the Trustee shall cease to be eligible in accordance with
the

                                       37

<PAGE>

provisions of this Section 7.09, the Trustee shall resign immediately in the
manner and with the effect specified in this Article Seven.

     SECTION 7.10  RESIGNATION AND REMOVAL OF TRUSTEE; APPOINTMENT OF SUCCESSOR.
(a) The Trustee, or any trustee or trustees hereafter appointed, may at any time
resign with respect to one or more or all Series of Securities by giving written
notice of such resignation to the Company and to the Guarantor and by giving to
the Holders of Securities notice thereof in the manner and to the extent
provided in subsection (c) of Section 5.04 with respect to reports pursuant to
subsection (a) of Section 5.04. Upon receiving such notice of resignation and if
the Company or the Guarantor shall deem it appropriate, evidence satisfactory to
it of such mailing to the Holders, the Company shall promptly appoint a
successor trustee with respect to all Series of Securities or, if appropriate,
the applicable Series by written instrument executed by an authorized officer of
the Company, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee. If no successor trustee shall
have been so appointed with respect to any Series and have accepted appointment
within 30 days after the mailing of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee, or any Holder who has been a bona fide Holder of a Security
or Securities of the applicable Series for at least six months may, subject to
the provisions of Section 6.11, on such Holder's behalf and on behalf of all
others similarly situated, petition any such court for the appointment of a
successor trustee. Such court may thereupon after such notice, if any, as it may
deem proper and prescribe, appoint a successor trustee.

     (b)  In case at any time any of the following shall occur:

          (1)  the Trustee shall fail to comply with the provisions of
     subsection (a) of Section 7.08 after written request therefor by the
     Company or by any Securityholder who has been a bona fide Holder of a
     Security or Securities of the applicable Series for at least six months, or

          (2)  the Trustee shall cease to be eligible in accordance with the
     provisions of Section 7.09 and shall fail to resign after written request
     therefor by the Company or by any such Securityholder, or

          (3)  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 or
     control of the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation,

          (4)  The Company shall determine that the Trustee has failed to
     perform its obligations under this Indenture in any material respect,

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument executed by an authorized officer of the
Company, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to the provisions of
Section 6.11, any Securityholder who has been a bona fide Holder of a Security
or Securities for at least six months may, on such Person's behalf and on behalf
of all others similarly situated, petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor trustee. Such
court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.

     (c)  The Holders of a majority in principal amount of the Securities
Outstanding (determined as provided in Section 8.04) may at any time remove the
Trustee and appoint a successor trustee by written instrument or instruments
signed by such Holders or their attorneys-in-fact duly authorized, or by the
affidavits of the permanent chairman and secretary of a meeting of the
Securityholders evidencing the vote upon a resolution or resolutions submitted
thereto with respect to such removal and appointment (as provided in Article
Nine), and by delivery thereof to the Trustee so removed, to the successor
trustee and to the Company and the Guarantor.

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     (d)  Any resignation or removal of the Trustee and any appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 7.11.

     SECTION 7.11  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE. Any successor
trustee appointed as provided in Section 7.10 shall execute, acknowledge and
deliver to the Company, the Guarantor and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, duties and obligations with respect to such Series of
its predecessor hereunder, with like effect as if originally named as trustee
herein; but, nevertheless, on the written request of the Company or of the
successor trustee, the trustee ceasing to act shall, upon payment of any amounts
then due it pursuant to the provisions of Section 7.06, execute and deliver an
instrument transferring to such successor trustee all the rights and powers with
respect to the trustee so ceasing to act. Upon written request of any such
successor trustee, the Company and the Guarantor shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming to
such successor trustee all such rights and powers. Any trustee ceasing to act
shall, nevertheless, retain a lien upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 7.06.

     No successor trustee shall accept appointment as provided in this Section
7.11 unless at the time of such acceptance such successor trustee shall be
qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09.

     Upon acceptance of appointment by a successor trustee as provided in this
Section 7.11, the successor trustee shall at the expense of the Company transmit
notice of the succession of such trustee hereunder to the Holders of Securities
in the manner and to the extent provided in subsection (c) of Section 5.04 with
respect to reports pursuant to subsection (a) of said Section 5.04.

     SECTION 7.12  SUCCESSOR TO TRUSTEE BY MERGER, 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 of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be qualified under the provisions of Section
7.08 and eligible under the provisions of Section 7.09, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

     In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor Trustee, and deliver such
Securities so authenticated; and in case at that time any of the Securities
shall not have been authenticated, any successor to the Trustee may authenticate
such Securities either in the name of any predecessor hereunder or in the name
of the successor Trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have; provided, however, that the
right to adopt the certificate of authentication of any predecessor Trustee or
to authenticate Securities in the name of any predecessor Trustee shall apply
only to its successor or successors by merger, conversion or consolidation.

     SECTION 7.13  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY OR
GUARANTOR. (a) Subject to the provisions of subsection (b) of this Section 7.13,
if the Trustee shall be or shall become a creditor, directly or indirectly,
secured or unsecured, of the Company or of the Guarantor or any other obligor on
the Securities within three months prior to a default, as defined in subsection
(c) of this Section, or subsequent to such a default, then, unless and until
such default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of the
Securities for which it is acting as Trustee, and the Holders of other indenture
securities (as defined in subsection (c) of this Section 7.13):

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<PAGE>

          (1)  an amount equal to any and all reductions in the amount due and
     owing upon any claim as such creditor in respect of principal or interest,
     effected after the beginning of such three months' period, and valid as
     against the Company, the Guarantor or such other obligor on the Securities
     and their respective other creditors, except any such reduction resulting
     from the receipt or disposition of any property described in paragraph (2)
     of this subsection, or from the exercise of any right of set-off which the
     Trustee could have exercised if a petition in bankruptcy had been filed by
     or against the Company or the Guarantor or such other obligor on the
     Securities, as the case may be, upon the date of such default; and

          (2)  all property received by the Trustee in respect of any claims as
     such creditor, either as security therefor, or in satisfaction or
     composition thereof, or otherwise, after the beginning of such three
     months' period, or an amount equal to the proceeds of any such property if
     disposed of, subject, however, to the rights, if any, of the Company or the
     Guarantor or such other obligor on the Securities, as the case may be, and
     their respective other creditors in such property or such proceeds.

Nothing herein contained, however, shall affect the right of the Trustee:

          (A)  to retain for its own account (i) payments made on account of any
     such claim by any Person (other than the Company or the Guarantor or such
     other obligor on the Securities, as the case may be) who is liable thereon,
     and (ii) the proceeds of the bona fide sale of any claim by the Trustee to
     a third Person, and (iii) distributions made in cash, securities or other
     property in respect of claims filed against the Company or the Guarantor or
     such other obligor on the Securities, as the case may be, in bankruptcy or
     receivership or in proceedings for reorganization pursuant to Title 11 of
     the United States Code or applicable State laws;

          (B)  to realize, for its own account, upon any property held by it as
     security for any such claim, if such property was so held prior to the
     beginning of such three months' period;

          (C)  to realize, for its own account, but only to the extent of the
     claim hereinafter mentioned, upon any property held by it as security for
     any such claim, if such claim was created after the beginning of such three
     months' period and such property was received as security therefor
     simultaneously with the creation thereof, and if the Trustee shall sustain
     the burden of proving that at the time such property was so received, the
     Trustee had no reasonable cause to believe that a default, as defined in
     subsection (c) of this Section 7.13 would occur within three months; or

          (D)  to receive payment on any claim referred to in paragraph (B) or
     (C), against the release of any property held as security for such claim as
     provided in such paragraph (B) or (C), as the case may be, to the extent of
     the fair value of such property.

     For the purposes of paragraphs (B), (C) and (D), property substituted after
the beginning of such three months' period for property held as security at the
time of such substitution shall, to the extent of the fair value of the property
released, have the same status as the property released, and to the extent that
any claim referred to in any of such paragraphs is created in renewal of or in
substitution for or for the purpose of repaying or refunding any preexisting
claim of the Trustee as such creditor, such claim shall have the same status as
such preexisting claim.

     If the Trustee shall be required to account, the funds and property held in
such special account and the proceeds thereof shall be apportioned among the
Trustee, the Holders of Securities for which it is acting as Trustee, and the
Holders of other indenture securities in such manner that the Trustee, such
Securityholders and the Holders of other indenture securities realize, as a
result of payments from such special account and payments of dividends on claims
filed against the Company or the Guarantor or such other obligor on the
Securities, as the case may be, in bankruptcy or receivership or in proceedings
for reorganization pursuant to Title 11 of the United States Code or applicable
State law, the same percentage of their respective claims, figured before
crediting to the claim of the Trustee anything on

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<PAGE>

account of the receipt by it from the Company or the Guarantor or such other
obligor on the Securities, as the case may be, of the funds and property in such
special account and before crediting to the respective claims of the Trustee,
such Securityholders, and the Holders of other indenture securities dividends on
claims filed against the Company or the Guarantor or such other obligor on the
Securities, as the case may be, in bankruptcy or receivership or in proceedings
for reorganization pursuant to Title 11 of the United States Code or applicable
State law, but after crediting thereon receipts on account of the indebtedness
represented by their respective claims from all sources other than from such
dividends and from the funds and property so held in such special account. As
used in this paragraph, with respect to any claim, the term "dividends" shall
include any distribution with respect to such claim in bankruptcy or
receivership or in proceedings for reorganization pursuant to Title 11 of the
United States Code or applicable State law, whether such distribution is made in
cash, securities or other property, but shall not include any such distribution
with respect to the secured portion, if any, of such claim. The court in which
such bankruptcy, receivership or proceeding for reorganization is pending shall
have jurisdiction (i) to apportion among the Trustee, such Securityholders, and
the Holders of other indenture securities, in accordance with the provisions of
this paragraph, the funds and property held in such special account and the
proceeds thereof, or (ii) in lieu of such apportionment in whole or in part, to
give to the provisions of this paragraph due consideration in determining the
fairness of the distributions to be made to the Trustee, such Securityholders
and the Holders of other indenture securities with respect to their respective
claims, in which event it shall not be necessary to liquidate or to appraise the
value of any securities or other property held in such special account or as
security for any such claim, or to make a specific allocation of such
distributions as between the secured and unsecured portions of such claim, or
otherwise to apply the provisions of this paragraph as a mathematical formula.

     Any Trustee who has resigned or been removed after the beginning of such
three months' period shall be subject to the provisions of this subsection (a)
as though such resignation or removal had not occurred. If any Trustee has
resigned or been removed prior to the beginning of such three months' period, it
shall be subject to the provisions of this subsection (a) if and only if the
following conditions exist:

               (i)  the receipt of property or reduction of claim which would
          have given rise to the obligation to account, if such Trustee had
          continued, as trustee, occurred after the beginning of such three
          months' period; and

               (ii) such receipt of property or reduction of claim occurred
          within three months after such resignation or removal.

     In every case commenced under the Bankruptcy Act of 1898, or any amendment
thereto enacted prior to November 6, 1978, all references to periods of three
months shall be deemed to be references to periods of four months.

     (b)  There shall be excluded from the operation of subsection (a) of this
Section 7.13 a creditor relationship arising from:

          (1)  the ownership or acquisition of securities issued under any
     indenture, or any security or securities having a maturity of one year or
     more at the time of acquisition by the Trustee;

          (2)  advances authorized by a receivership or bankruptcy court of
     competent jurisdiction, or by this Indenture, for the purpose of preserving
     any property which shall at any time be subject to the lien of this
     Indenture or of discharging tax liens or other prior liens or encumbrances
     thereon, if notice of such advance and of the circumstances surrounding the
     making thereof is given to the Securityholders at the time and in the
     manner provided in Section 5.04(c) with respect to reports pursuant to
     subsections (a) and (b) thereof, respectively;

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<PAGE>

          (3)  disbursements made in the ordinary course of business in the
     capacity of trustee under an indenture, transfer agent, registrar,
     custodian, paying agent, fiscal agent or depository, or other similar
     capacity;

          (4)  an indebtedness created as a result of services rendered or
     premises rented, or an indebtedness created as a result of goods or
     securities sold in a cash transaction as defined in subsection (c) of this
     Section 7.13;

          (5)  the ownership of stock or of other securities of a corporation
     organized under the provisions of Section 25(a) of the Federal Reserve Act,
     as amended, which is directly or indirectly a creditor of the Company or
     the Guarantor or any other obligor on the Securities; and

          (6)  the acquisition, ownership, acceptance or negotiation of any
     drafts, bills of exchange, acceptances or obligations which fall within the
     classification of self-liquidating paper as defined in subsection (c) of
     this Section 7.13.

     (c)  As used in this Section 7.13 the following terms shall be accorded the
following definitions:

          (1)  the term "default" shall mean any failure to make payment in full
     of the principal of and any premium or interest on any of the Securities or
     on the other indenture securities when and as such principal or interest
     becomes due and payable.

          (2)  the term "other indenture securities" shall mean securities upon
     which the Company or the Guarantor or any other obligor on the Securities
     is an "obligor" (as defined in the Trust Indenture Act of 1939, as amended)
     Outstanding under any other indenture (A) under which the Trustee is also
     trustee, (B) which contains provisions substantially similar to the
     provisions of subsection (a) of this Section 7.13, and (C) under which a
     default exists at the time of the apportionment of the funds and property
     held in said special account.

          (3)  the term "cash transaction" shall mean any transaction in which
     full payment for goods or securities sold is made within seven days after
     delivery of the goods or securities in currency or in checks or other
     orders drawn upon banks or bankers and payable upon demand.

          (4)  the term "self-liquidating paper" shall mean any draft, bill of
     exchange, acceptance or obligation which is made, drawn, negotiated or
     incurred by the Company or the Guarantor or any other obligor on the
     Securities for the purpose of financing the purchase, processing,
     manufacture, shipment, storage or sale of goods, wares or merchandise and
     which is secured by documents evidencing title to, possession of, or a lien
     upon, the goods, wares or merchandise or the receivables or proceeds
     arising from the sale of the goods, wares or merchandise previously
     constituting the security, provided the security is received by the Trustee
     simultaneously with the creation of the creditor relationship with the
     Company or the Guarantor or any other obligor on the Securities arising
     from the making, drawing, negotiating or incurring of the draft, bill of
     exchange, acceptance or obligation.

                                  ARTICLE EIGHT

                         CONCERNING THE SECURITYHOLDERS

     SECTION 8.01  EVIDENCE OF ACTION BY SECURITYHOLDERS. Whenever in this
Indenture it is provided that the Holders of a specified percentage in principal
amount of the Securities of any or all Series may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action), the fact that at the time of taking any such
action the Holders of such specified percentage have joined therein may be
evidenced (a) by any instrument or any number of instruments of similar tenor
executed by such Securityholders in Person or by agent or proxy

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<PAGE>

appointed in writing, or (b) by the record of such Holders of Securities voting
in favor hereof at any meeting of such Securityholders duly called and held in
accordance with the provisions of Article Nine, or (c) by a combination of such
instrument or instruments and any such record of such a meeting of such
Securityholders.

     SECTION 8.02  PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF
SECURITIES. Subject to the provisions of Sections 7.01, 7.02 and 9.05, proof of
the execution of any instrument by a Securityholder or such Holder's agent or
proxy and proof of the holding by any Person of any of the Securities shall be
sufficient if made in the following manner:

     (a)  The fact and date of the execution by any such Person of any
instrument may be proved in any reasonable manner acceptable to the Trustee.

     (b)  The ownership of fully registered Securities of any Series (including
Global Securities) shall be proved by the Register of such Securities of such
Series, or by certificates of the Security registrar or registrars thereof.

     (c)  The amount of bearer Securities held by any Person, the numbers of
such Securities and the date of such Person's holding the same may be proved by
the production of such Securities or by a certificate in form satisfactory to
the Trustee, executed by any trust company, bank, banker or member of a national
securities exchange, as depository.

     The Trustee shall not be bound to recognize any Person as a Securityholder
unless and until such Person's title to the Securities held by it is proved in
the manner in this Article Eight provided.

     The record of any Securityholders' meeting shall be proved in the manner
provided in Section 9.06.

     The Trustee may accept such other proof or require such additional proof of
any matter referred to in this Section 8.02 as it shall deem reasonable.

     SECTION 8.03  WHO MAY BE DEEMED OWNERS OF SECURITIES. Prior to due
presentment for transfer of any fully registered Security, the Company, the
Guarantor, the Trustee and any agent of the Company, the Guarantor or the
Trustee may deem and treat the Person in whose name such Security shall be
registered upon the Register of Securities of the Series of which such Security
is a part as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of and interest, subject to Section 2.03, on such Security and for all other
purposes; and neither the Company, the Guarantor or the Trustee nor any agent of
the Company, the Guarantor or the Trustee shall be affected by any notice to the
contrary. All such payments so made to any such Holder for the time being, or
upon his order, shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability of moneys payable upon any such
Security. Ownership of bearer Securities shall be proved as provided in Section
8.02(c).

     If the Securities of any Series are issued in the form of one or more
Global Securities, the Depository therefor may grant proxies to Persons having a
beneficial ownership in such Global Security or Securities for purposes of
voting or otherwise responding to any request for consent, waiver or other
action which the Holder of such Security is entitled to grant or take under this
Indenture and the Trustee shall accept such proxies for the purposes granted;
provided, that the Trustee, the Company and the Guarantor shall not have any
obligation with respect to the grant of or solicitation by the Depository of
such proxies.

     SECTION 8.04  SECURITIES OWNED BY THE COMPANY, THE GUARANTOR OR CONTROLLED
OR CONTROLLING PERSONS DISREGARDED FOR CERTAIN PURPOSES. In determining whether
the Holders of the requisite principal amount of Securities have concurred in
any demand, direction, request, notice, vote,

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<PAGE>

consent, waiver or other action under this Indenture, Securities which are owned
by the Company, the Guarantor or any other obligor on the Securities or by any
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company, the Guarantor or any other obligor on
the Securities shall be disregarded and deemed not to be Outstanding for the
purpose of any such determination, provided that for the purposes of determining
whether the Trustee shall be protected in relying on any such demand, direction,
request, notice, vote, consent, waiver or other action, only Securities which a
Responsible Officer of the Trustee assigned to its principal office knows are so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding for the purposes of this Section 8.04,
if the pledgee shall establish to the satisfaction of the Trustee the pledgee's
right to vote such Securities and that the pledgee is not a Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company, the Guarantor or any such other obligor.

     Upon request of the Trustee, the Company or the Guarantor, as the case may
be, shall furnish to the Trustee promptly an Officers' Certificate of the
Company or the Guarantor, as the case may be, listing and identifying all
Securities, if any, known by the Company or the Guarantor to be owned or held by
or for the account of the Company or the Guarantor, as the case may be, or any
other obligor on the Securities or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company or the Guarantor, as the case may be, or any other obligor on the
Securities; and, subject to the provisions of Section 7.01, the Trustee shall be
entitled to accept such Officers' Certificate of the Company or the Guarantor,
as the case may be, as conclusive evidence of the facts therein set forth and of
the fact that all Securities not listed therein are Outstanding for the purpose
of any such determination.

     SECTION 8.05  INSTRUMENTS EXECUTED BY SECURITYHOLDERS BIND FUTURE HOLDERS.
At any time prior to (but not after) the evidencing to the Trustee, as provided
in Section 8.01, of the taking of any action by the Holders of the percentage in
principal amount of the Securities specified in this Indenture in connection
with such action, any Holder of a Security which is shown by the evidence to be
included in the Securities the Holders of which have consented to such action
may, by filing written notice with the Trustee at its principal office and upon
proof of holding as provided in Section 8.02, revoke such action so far as
concerns such Security. Except as aforesaid any such action taken by the Holder
of any Security and any direction, demand, request, notice, waiver, consent,
vote or other action of the Holder of any Security which by any provisions of
this Indenture is required or permitted to be given shall be conclusive and
binding upon such Holder and upon all future Holders and owners of such
Security, and of any Security issued in lieu thereof, irrespective of whether
any notation in regard thereto is made upon such Security. Any action taken by
the Holders of the percentage in principal amount of the Securities of any or
all Series specified in this Indenture in connection with such action shall be
conclusively binding upon the Company, the Guarantor, the Trustee and the
Holders of all of the Securities of such Series subject, however, to the
provisions of Section 7.01.

                                  ARTICLE NINE

                            SECURITYHOLDERS' MEETINGS

     SECTION 9.01  PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting of
Holders of Securities of any or all Series may be called at any time and from
time to time pursuant to the provisions of this Article for any of the following
purposes:

          (1)  to give any notice to the Company, to the Guarantor or to the
     Trustee, or to give any directions to the Trustee, or to consent to the
     waiving of any default hereunder and its consequences, or to take any other
     action authorized to be taken by Holders of Securities of any or all
     Series, as the case may be, pursuant to any of the provisions of Article
     Six;

          (2)  to remove the Trustee and appoint a successor trustee pursuant to
     the provisions of Article Seven;

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<PAGE>

          (3)  to consent to the execution of a Supplemental Indenture pursuant
     to the provisions of Section 10.02; or

          (4)  to take any other action authorized to be taken by or on behalf
     of the Holders of any specified principal amount of the Securities of any
     or all Series, as the case may be, under any other provision of this
     Indenture or under applicable law.

     SECTION 9.02  MANNER OF CALLING MEETINGS. The Trustee may at any time call
a meeting of Securityholders to take any action specified in Section 9.01, to be
held at such time and at such place in The City of New York, State of New York,
as the Trustee shall determine. Notice of every meeting of Securityholders,
setting forth the time and place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be mailed not less than 20 nor more
than 60 days prior to the date fixed for the meeting.

     SECTION 9.03  CALL OF MEETING BY COMPANY, THE GUARANTOR OR SECURITYHOLDERS.
In case at any time the Company, or the Guarantor, as the case may be, pursuant
to a resolution of its Board of Directors, or the Holders of not less than ten
percent in principal amount of the Securities of any or all Series, as the case
may be, then Outstanding, shall have requested the Trustee to call a meeting of
Holders of Securities of any or all Series, as the case may be, to take any
action authorized in Section 9.01 by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall not
have mailed notice of such meeting within 20 days after receipt of such request,
then the Company or the Guarantor or such Holders of Securities in the amount
above specified may determine the time and place in the City and County of San
Francisco, California or The City of New York, New York for such meeting and may
call such meeting to take any action authorized in Section 9.01, by mailing
notice thereof as provided in Section 9.02.

     SECTION 9.04  WHO MAY ATTEND AND VOTE AT MEETINGS. To be entitled to vote
at any meeting of Securityholders a Person shall (a) be a Holder of one or more
Securities with respect to which the meeting is being held; or (b) be a Person
appointed by an instrument in writing as proxy by such Holder of one or more
Securities. The only Persons who shall be entitled to be present or to speak at
any meeting of Securityholders shall be the Persons entitled to vote at such
meeting and their counsel and any representatives of the Trustee and its counsel
and any representatives of the Company or the Guarantor and their counsel.

     SECTION 9.05  REGULATIONS MAY BE MADE BY TRUSTEE; CONDUCT OF THE MEETING;
VOTING RIGHTS; ADJOURNMENT. Notwithstanding any other provision of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Securityholders, in regard to proof of the holding
of Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall think fit. Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 8.02 and the
appointment of any proxy shall be proved in the manner specified in said Section
8.02; provided, however, that such regulations may provide that written
instruments appointing proxies regular on their face, may be presumed valid and
genuine without the proof hereinabove or in said Section 8.02 specified.

     The Trustee shall by an instrument in writing, appoint a temporary chairman
of the meeting, unless the meeting shall have been called by the Company, the
Guarantor or by Securityholders as provided in Section 9.03, in which case the
Company, the Guarantor or the Securityholders calling the meeting, as the case
may be, shall in like manner appoint a temporary chairman. A permanent chairman
and a permanent secretary of the meeting shall be elected by majority vote of
the meeting.

     Subject to the provisions of Section 8.04, at any meeting each
Securityholder or proxy shall be entitled to one vote for each $1,000 principal
amount (in the case of Original Issue Discount Securities, such principal amount
shall be equal to such portion of the principal amount as may be specified in
the terms of such Series) of Securities held or represented by such Holder;
provided, however, that no vote

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<PAGE>

shall be cast or counted at any meeting in respect of any Security challenged as
not Outstanding and ruled by the chairman of the meeting to be not Outstanding.
The chairman of the meeting shall have no right to vote other than by virtue of
Securities held by such Person or instruments in writing as aforesaid duly
designating such Person as the Person to vote on behalf of other
Securityholders. Any meeting of Securityholders duly called pursuant to the
provisions of Section 9.02 or 9.03 may be adjourned from time to time and the
meeting may be held so adjourned without further notice.

     At any meeting of Securityholders, the presence of Persons holding or
representing Securities in principal amount sufficient to take action on the
business for the transaction of which such meeting was called shall constitute a
quorum, but, if less than a quorum is present, the Persons holding or
representing a majority in principal amount of the Securities represented at the
meeting may adjourn such meeting with the same effect for all intents and
purposes, as though a quorum had been present.

     SECTION 9.06  MANNER OF VOTING AT MEETINGS AND RECORD TO BE KEPT. The vote
upon any resolution submitted to any meeting of Securityholders shall be by
written ballots on which shall be subscribed the signatures of the Holders of
Securities or of their representatives by proxy and the principal amount or
principal amounts of the Securities held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
triplicate of all votes cast at the meeting. A record in triplicate of the
proceedings of each meeting of Securityholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more Persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 9.02. The record shall show the principal amount or
principal amounts of the Securities voting in favor of or against any
resolution. The record shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one of the triplicates shall
be delivered to the Company, one to the Guarantor, and the other to the Trustee
to be preserved by the Trustee.

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

     SECTION 9.07  EXERCISE OF RIGHTS TO TRUSTEE AND SECURITYHOLDERS NOT TO BE
HINDERED OR DELAYED. Nothing in this Article contained shall be deemed or
construed to authorize or permit, by reason of any call of a meeting of
Securityholders or any rights expressly or impliedly conferred hereunder to make
such call, any hindrances or delay in the exercise of any right or rights
conferred upon or reserved to the Trustee or to the Securityholders under any of
the provisions of this Indenture or of the Securities.

                                   ARTICLE TEN

                             SUPPLEMENTAL INDENTURES

     SECTION 10.01 PURPOSES FOR WHICH SUPPLEMENTAL INDENTURES MAY BE ENTERED
INTO WITHOUT CONSENT OF SECURITYHOLDERS. Without the consent of the Holders of
any Securities, the Company, the Guarantor and the Trustee may from time to time
and at any time enter into one or more Supplemental Indentures (which shall
comply with the provisions of the Trust Indenture Act of 1939 as then in effect)
for one or more of the following purposes:

     (a)  if deemed appropriate by the Company or the Guarantor, as the case may
be, or required by law, to evidence the succession of another corporation to the
Company or to the Guarantor or respective successive successions and the
assumption by the successor corporation of the covenants, agreements and
obligations of the Company or the Guarantor pursuant to Articles Four and Eleven
hereof,

                                       46

<PAGE>

     (b)  to add to the covenants of the Company or the Guarantor such further
covenants, restrictions or conditions as their Boards of Directors,
respectively, and the Trustee shall consider to be for the protection of the
Holders of all or any Series of Securities (and if such covenants, restrictions
or conditions are to be for the benefit of less than all Series of Securities,
stating that such covenants, restrictions or conditions are expressly being
included solely for the benefit of such Series), and to make the occurrence, or
the occurrence and continuance, of a default in any such additional covenants,
restrictions or conditions a default or an Event of Default permitting the
enforcement of all or any of the several remedies provided in this Indenture as
herein set forth; provided, however, that in respect to any such additional
covenant, restriction or condition such Supplemental Indenture may provide for a
particular period of grace after default (which period may be shorter or longer
than that allowed in the case of other defaults) or may provide for an immediate
enforcement upon such default or may limit the remedies available to the Trustee
upon such default,

     (c)  to add or change any of the provisions of this Indenture to such
extent as shall be necessary to facilitate the issuance of Securities in (i)
global form or (ii) bearer form, registerable or not registerable as to
principal or principal and interest, and with or without coupons,

     (d)  to change or eliminate any of the provisions of this Indenture;
provided, however, that any such change or elimination shall become effective
only when there is no Security of any Series Outstanding created prior to the
execution of such Supplemental Indenture which is entitled to the benefit of
such provision,

     (e)  to establish the form or terms of Securities of any Series as
permitted by Sections 2.01 and 2.02,

     (f)  to appoint, at the request of the Trustee, a successor Trustee for a
particular Series of Securities to act as such pursuant to the provisions of
this Indenture and to add to or change the provisions of this Indenture to such
extent as shall be necessary to facilitate the performance of the duties of such
successor Trustee and

     (g)  to cure any ambiguity or to correct or supplement any provisions
contained herein or in any Supplemental Indenture which may be defective or
inconsistent with any other provision contained herein or in any Supplemental
Indenture, or to make such other provisions in regard to matters or questions
arising under this Indenture or any Supplemental Indenture which shall not
adversely affect the interests of the Holders of the Securities at the time
Outstanding.

     SECTION 10.02 MODIFICATION OF INDENTURE WITH CONSENT OF HOLDERS OF
SECURITIES. With the consent (evidenced as provided in Section 8.01) of the
Holders of not less than a majority in principal amount of the Securities of all
Series at the time Outstanding (determined as provided in Section 8.04) affected
by such Supplemental Indenture (voting as one class), the Company, the Guarantor
and the Trustee may from time to time and at any time enter into one or more
Supplemental Indentures (which shall comply with the provisions of the Trust
Indenture Act of 1939 as then in effect) for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any Supplemental Indenture or of modifying in any manner
the rights of the Holders of the Securities of each such Series; provided,
however, that no such Supplemental Indenture shall, without the consent of the
Holders of each Outstanding Security affected thereby:

     (a)  Change the fixed maturity or Redemption Date of any Security or reduce
the rate of interest thereon or the method of determining such rate of interest
or extend the time of payment of interest or reduce the principal amount
(including the amount of principal of an Original Issue Discount Security that
would be due upon declaration of acceleration of the maturity thereof pursuant
to Section 6.01 hereof) thereof or reduce any premium payable upon the
redemption thereof, or change the coin or currency in which any Security or the
interest thereon is payable or impair the right to institute suit for the
enforcement of any such payment on or after the maturity thereof (or, in the
case of redemption, on or after the Redemption Date), or deprive the Holders of
any Security of any of the benefits of the Guarantee or

                                       47

<PAGE>

     (b)  Reduce the percentage in principal amount of the Outstanding
Securities the consent of the Holders of which is required for any such
Supplemental Indenture, or the consent of the Holders of which is required for
any waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture or

     (c)  Change the time of payment or reduce the amount of any minimum sinking
account or fund payment or

     (d)  Modify any of the provisions of this Section 10.02 of this Indenture,
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each Security affected thereby.

     A Supplemental Indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular Series of Securities, or which modifies the
rights of Holders of Securities of such Series with respect to such covenant or
other provision, shall be deemed not to affect the rights under this Indenture
of the Holders of Securities of any other Series.

     It shall not be necessary for the consent of the Securityholders under this
Section 10.02 to approve the particular form of any proposed Supplemental
Indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

     Promptly after the execution by the Company, the Guarantor and the Trustee
of any Supplemental Indenture pursuant to the provisions of this Section 10.02,
the Company shall mail a notice to the Holders of Securities of each Series so
affected, setting forth in general terms the substance of such Supplemental
Indenture. Any failure of the Company to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such Supplemental Indenture.

     SECTION 10.03 EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of any
Supplemental Indenture pursuant to the provisions of this Article Ten, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company, the Guarantor
and the Holders of Securities shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such Supplemental Indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

     The Trustee shall be entitled to receive, and subject to the provisions of
Section 7.01 shall be entitled to rely upon, an Opinion of Counsel as conclusive
evidence that any such Supplemental Indenture complies with the provisions of
this Article Ten and stating that the Securities affected by the Supplemental
Indenture, when such Securities are authenticated and delivered by the Trustee
and executed and issued by the Company and the Guarantor in the manner and
subject to any conditions specified in such Opinion of Counsel, will be valid
and binding obligations of the Company and the Guarantor, except as any rights
thereunder may be limited by bankruptcy, insolvency and other similar laws
affecting the enforcement of creditors' rights generally and by general equity
principles.

     SECTION 10.04 SECURITIES MAY BEAR NOTATION OF CHANGES BY SUPPLEMENTAL
INDENTURES. Securities authenticated and delivered after the execution of any
Supplemental Indenture pursuant to the provisions of this Article Ten, or after
any action taken at a Securityholders' meeting pursuant to Article Nine, may
bear a notation in form approved by the Trustee as to any matter provided for in
such Supplemental Indenture or as to any action taken at any such meeting. If
the Company, the Guarantor or the Trustee shall so determine, new Securities so
modified as to conform, in the opinion of the Trustee and the Boards of
Directors of the Company and the Guarantor, respectively, to any modification of
this Indenture contained in any such Supplemental Indenture may be prepared by
the Company and the Guarantor, authenticated by the Trustee and delivered in
exchange for the Securities then Outstanding.

                                       48

<PAGE>

                                 ARTICLE ELEVEN

                       PARTICULAR COVENANTS OF THE COMPANY

     SECTION 11.01 PAYMENT OF PRINCIPAL OF AND INTEREST ON SECURITIES. The
Company covenants that it will duly and punctually pay or cause to be paid the
principal of and any interest and premium on each of the Securities in
accordance with the terms of the Securities and this Indenture. Except with
respect to any Global Securities, if the fully registered Securities of any
Series bear interest, each installment of interest on the Securities of such
Series may at the option of the Company be paid by mailing a check or checks for
such interest payable to the Person entitled thereto pursuant to Section 2.03 to
the address of such Person as it appears on the Register of the Securities of
such Series on the applicable Record Date for such interest payment.

     SECTION 11.02 MAINTENANCE OF OFFICES OR AGENCIES FOR TRANSFER,
REGISTRATION, EXCHANGE AND PAYMENT OF SECURITIES. So long as any of the
Securities shall remain Outstanding, the Company covenants that it will maintain
an office or agency in either The City of New York, State of New York, or the
City and County of San Francisco, State of California, where the Securities may
be presented for registration, exchange and transfer as in this Indenture
provided, and where notices and demand to or upon the Company in respect of the
Securities or of this Indenture may be served, and where the Securities may be
presented for payment. In case the Company shall designate and maintain some
office or agency other than a previously designated office or agency, it shall
give the Trustee notice thereof. In case the Company shall fail to maintain any
such office or agency or shall fail to give such notice of the location or of
any change in the location thereof to the Trustee, presentations and demands may
be made and notices may be served at the principal office of the Trustee.

     In addition to such office or agency, the Company may from time to time
constitute and appoint one or more other offices or agencies for such purposes
with respect to Securities of any Series, and one or more paying agents for the
payment of Securities of any Series, in such cities or in one or more other
cities, and may from time to time rescind such appointments, as the Company may
deem desirable or expedient, and as to which the Company has notified the
Trustee.

     SECTION 11.03 ASSIGNMENT; SUBSTITUTION. The rights and obligations of the
Company under this Indenture and under the Outstanding Securities may be
assigned or transferred to another Person with which the Company is consolidated
or merged or which acquires by conveyance or transfer any of the properties or
assets of the Company or to the Guarantor or to a corporation, all of the
outstanding shares of which (other than directors' qualifying shares) are owned
directly or indirectly by the Guarantor and, provided that the requirements of
this Section 11.03 for such assignment or transfer shall have been met, upon any
such assignment or transfer, all of the obligations of the Company under this
Indenture and the Securities shall cease and the Company shall be released from
its liability as obligor on the Securities and from all other obligations under
this Indenture. In connection with any assignment other than to the Guarantor,
the provisions of Sections 4.01 through 4.08 of Article Four relating to the
guarantee by the Guarantor, shall remain in full force and effect or a new
guaranty agreement of the Guarantor containing provisions substantially the same
as those set forth in Sections 4.01 through 4.08 of Article Four hereof shall
have been executed. Any successor to the Company shall be incorporated or
organized and, in either case, existing under the laws of the United States of
America or one of the States of the United States of America and such successor
shall assume in a Supplemental Indenture all of the obligations of the Company.
In the event the Company assigns all of its rights and obligations in respect of
this Indenture and all Outstanding Securities to the Guarantor, the covenants
set forth in Sections 4.04, 4.05, 4.06, 4.07 and 4.08 of this Indenture and any
other covenants of the Guarantor included in any Supplemental Indenture relating
to any series of Securities shall remain in full force and effect and the
Guarantor shall assume in a Supplemental Indenture all of the obligations of the
Company.

     SECTION 11.04 APPOINTMENT TO FILL A VACANCY IN THE OFFICE OF TRUSTEE. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
covenants that it will appoint, in the manner provided in Section 7.10, a
Trustee, so that there shall at all times be a Trustee with respect to the
Outstanding Securities.

                                       49

<PAGE>

     SECTION 11.05 DUTIES OF PAYING AGENT.

          (a)  If the Company shall appoint a Paying Agent other than the
     Trustee with respect to Securities of any Series, it will cause such Paying
     Agent to execute and deliver to the Trustee an instrument in which such
     agent shall agree with the Trustee, subject to the provisions of this
     Section 11.05 and Section 12.05,

               (1)  that it will hold all sums held by it as such agent for the
          payment of the principal of or premium, if any or interest, if any, on
          the Securities of such Series (whether such sums have been paid to it
          by the Company or by any other obligor on the Securities of such
          Series) in trust for the benefit of the Holders of the Securities
          entitled to such principal or interest and will notify the Trustee of
          the receipt of sums to be so held,

               (2)  that it will give the Trustee notice of any failure by the
          Company (or by any other obligor on the Securities of such Series) to
          make any payment of the principal of or interest on the Securities of
          such Series when the same shall be due and payable, and

               (3)  that it will at any time during the continuance of any Event
          of Default, upon the written request of the Trustee, deliver to the
          Trustee all sums so held in trust by it.

          (b)  Whenever the Company shall have one or more Paying Agents with
     respect to the Securities of any Series, it will, prior to each due date of
     the principal of or any interest on the Securities of such Series, deposit
     with a Paying Agent of such Series a sum sufficient to pay the principal or
     interest so becoming due, such sum to be held in trust for the benefit of
     the Holders of Securities entitled to such principal or interest, and
     (unless such Paying Agent is the Trustee) the Company will promptly notify
     the Trustee of its action or failure so to act.

          (c)  If the Company shall act as its own Paying Agent with respect to
     the Securities of any Series, it will, on or before each Stated Maturity of
     the principal of or any interest on the Securities of such Series, set
     aside, segregate and hold in trust for the benefit of the Holders of the
     Securities of such Series, a sum sufficient to pay such principal or
     interest so becoming due and will notify the Trustee of such action, or any
     failure by it or any other obligor on the Securities of such Series to take
     such action and will at any time during the continuance of any Event of
     Default, upon the written request of the Trustee, deliver to the Trustee
     all sums so held in trust by it.

          (d)  Anything in this Section 11.05 to the contrary notwithstanding,
     the Company may, at any time, for the purpose of obtaining a satisfaction
     and discharge of this Indenture with respect to one or more or all Series
     of Securities hereunder, or for any other reason, pay or cause to be paid
     to the Trustee all sums held in trust for such Series by it, or any Paying
     Agent hereunder, as required by this Section 11.05, and such sums are to be
     held by the Trustee upon the trust herein contained.

                                 ARTICLE TWELVE

                              DISCHARGE; DEFEASANCE

     SECTION 12.01 DISCHARGE OF INDENTURE. If the Company or the Guarantor shall
pay and discharge or cause to be paid or discharged the entire indebtedness on
all Outstanding Securities by paying or causing to be paid the principal of
(including redemption premium, if any) and interest on the Outstanding
Securities, as and when the same become due and payable or by delivering to the
Trustee, for cancellation by it, all Outstanding Securities, and if the Company
or the Guarantor shall also pay or cause to be paid all other sums payable
hereunder by the Company or the Guarantor, thereupon, upon

                                       50

<PAGE>

written request of the Company or the Guarantor, and upon receipt by the Trustee
of such certificates, if any, as the Trustee shall reasonably require, to the
effect that all conditions precedent to the satisfaction and discharge of the
Company's or the Guarantor's, as the case may be, obligations under this
Indenture have been complied with, this Indenture shall be discharged and
terminated and the Trustee shall forthwith execute proper instruments
acknowledging satisfaction of and discharging and terminating this Indenture
with respect to the Company's and the Guarantor's obligations hereunder and any
such other interests.

     The Company or the Guarantor may at any time surrender to the Trustee for
cancellation by it any Securities previously authenticated and delivered which
the Company or the Guarantor may have acquired in any manner whatsoever, and
such Securities, upon such surrender and cancellation, shall be deemed to be
paid and retired.

     SECTION 12.02 DISCHARGE OF LIABILITY ON SECURITIES. Upon the deposit with
the Trustee, in trust, at or before maturity, of money or securities of the kind
and in the necessary amount (as provided in Section 12.04 of this Indenture) to
pay or redeem Outstanding Securities (whether upon or prior to their maturity or
the Redemption Date of such Securities, provided that, if such Securities are to
be redeemed prior to the maturity thereof, notice of such redemption shall have
been given as in Article Three hereof provided or provision satisfactory to the
Trustee shall have been made for the giving of such notice), the obligation of
the Company duly and punctually to pay or cause to be paid the principal of and
any interest and premium in respect of such Securities and all liability of the
Company and the Guarantor in respect of such payment shall cease, terminate and
be completely discharged and the Holders thereof shall thereafter be entitled
only to payment out of the money or securities deposited with the Trustee as
aforesaid for their payment; provided, however, that this discharge of the
Company's obligation so to pay and of the liability of the Company and the
Guarantor in respect of such payment shall not occur unless the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that Holders
of the Securities of such Series will not recognize income, gain or loss for
Federal income tax purposes as a result of such discharge.

     SECTION 12.03 DISCHARGE OF CERTAIN COVENANTS AND OTHER OBLIGATIONS. Upon
the deposit with the Trustee, in trust, prior to maturity of money or securities
of the kind and in the necessary amount (as provided in Section 12.04 of this
Indenture) to pay or redeem Outstanding Securities of one or more Series
(whether upon or prior to their maturity or the Redemption Date of such
Securities, provided that, if such Securities are to be redeemed prior to the
maturity thereof, notice of such redemption shall have been given as in Article
Three hereof provided or provision satisfactory to the Trustee shall have been
made for the giving of such notice), all of the obligations, covenants and
agreements of the Guarantor with respect to such Securities under Sections 4.04,
4.05, 4.06 and 4.07 hereof shall cease, terminate and be completely discharged.
In addition, upon such deposit any additional covenants and agreement of the
Guarantor which may be set forth in any Supplemental Indenture and applicable to
such Securities shall also cease, terminate and be completely discharged, unless
the Guarantor shall deliver to the Trustee a written election to have any such
covenants continue.

     SECTION 12.04 DISCHARGE OF CERTAIN OBLIGATIONS UPON DEPOSIT OF MONEY OR
SECURITIES WITH TRUSTEE. The conditions for deposit of money or securities
contained in Sections 12.02 and 12.03 shall have been satisfied whenever with
respect to any Securities denominated in United States Dollars, the Company or
the Guarantor shall have deposited or caused to be deposited irrevocably in
trust with the Trustee dedicated solely to the benefit of the Holders of such
Securities:

          (a)  Lawful money of the United States of America in an amount equal
     to the principal amount of such Securities and all unpaid interest thereon
     to maturity, except that, in the case of Securities which are to be
     redeemed prior to maturity, the amount so to be deposited or held shall be
     the principal amount of such Securities and interest thereon to the
     Redemption Date, together with the redemption premium, if any; or

          (b)  Direct obligations of the United States of America or obligations
     the principal of and interest on which are guaranteed by the United States
     of America (which obligations are not

                                       51

<PAGE>

     subject to redemption prior to maturity at the option of the issuer), in
     such amounts and maturing at such times that the proceeds of said
     obligations to be received upon their respective maturities and interest
     payment dates will provide funds sufficient to pay the principal, premium,
     if any, and interest to maturity, or to the Redemption Date, as the case
     may be, with respect to all of the Securities to be paid or redeemed, as
     such principal, premium and interest become due, provided that the Trustee
     shall have been irrevocably instructed to apply the proceeds of said
     obligations to the payment of said principal, premium, if any, and interest
     with respect to said Securities.

The conditions for deposit of money or securities contained in Sections 12.02
and 12.03 shall have been satisfied whenever with respect to any Securities
denominated in one or more currencies or composite currency other than United
States Dollars, the Company or the Guarantor shall have deposited or caused to
be deposited irrevocably in trust with the Trustee dedicated solely to the
benefit of the Holders of such Securities:

          (i)  Lawful money in such currency, currencies or composite currency
     in which such Securities are payable and in an amount equal to the
     principal amount of such Securities and all unpaid interest thereon to
     maturity, except that, in the case of Securities which are to be redeemed
     prior to maturity, the amount so to be deposited or held shall be the
     principal amount of such Securities and interest thereon to the Redemption
     Date, together with the redemption premium, if any; or

          (ii) Either (1) direct obligations of the government that issued or
     caused to be issued the currency in which such Securities are payable, for
     which obligations the full faith and credit of the government is pledged
     (which obligations are not subject to redemption prior to maturity at the
     option of the issuer) or (2) obligations of a Person controlled or
     supervised by and acting as an agency or instrumentality of such government
     the timely payment of which is unconditionally guaranteed as a full faith
     and credit obligation by such government (which obligations are not subject
     to redemption prior to maturity at the option of the issuer), in either
     case, in such amounts and maturing at such times that the proceeds of said
     obligations to be received upon their respective maturities and interest
     payment dates will provide funds sufficient to pay the principal, premium,
     if any, and interest to maturity, or to the Redemption Date, as the case
     may be, with respect to all of the Securities to be paid or redeemed, as
     such principal, premium and interest become due, provided that the Trustee
     shall have been irrevocably instructed to apply the proceeds of said
     obligations to the payment of said principal, premium, if any, and interest
     with respect to said Securities.

     SECTION 12.05 UNCLAIMED MONEYS. Any moneys deposited with or paid to the
Trustee or any Paying Agent for the payment of the principal of and any premium
and interest on any Security and not so applied but remaining unclaimed under
applicable law shall be transferred by the Trustee to the appropriate Persons in
accordance with applicable laws, and the Holder of such Security shall
thereafter look only to such Persons for any payment which such Holder may be
entitled to collect and all liability of the Trustee and such Paying Agent with
respect to such moneys shall thereupon cease.

                                ARTICLE THIRTEEN

                IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                  AND DIRECTORS

     SECTION 13.01 INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF
COMPANY AND GUARANTOR EXEMPT FROM INDIVIDUAL LIABILITY. No recourse under or
upon any obligation, covenant or agreement of this Indenture, or of any
Security, or for any claim based thereon or otherwise in respect thereof, shall
be had against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Company or the Guarantor, either directly or
through the Company or the Guarantor, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that this Indenture and the obligations
issued hereunder are solely corporate obligations, and that no personal
liability whatever shall attach to, or is or

                                       52

<PAGE>

shall be incurred by, the incorporators, stockholders, officers or directors, as
such, of the Company or the Guarantor because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities
or implied therefrom; and that any and all such personal liability of every name
and nature, either at common law or in equity or by constitution or statute, of,
and any and all such rights and claims against, every such incorporator,
stockholder, officer or director, as such, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Securities
or implied therefrom are hereby expressly waived and released as a condition of,
and as a consideration for, the execution of this Indenture and the issue of
such Securities.

                                ARTICLE FOURTEEN

                            MISCELLANEOUS PROVISIONS

     SECTION 14.01 SUCCESSORS AND ASSIGNS OF THE COMPANY OR THE GUARANTOR BOUND
BY INDENTURE. All the covenants, stipulations, promises and agreements in this
Indenture contained by or on behalf of the Company or the Guarantor shall bind
their successors and assigns, whether so expressed or not.

     SECTION 14.02 NOTICES; EFFECTIVENESS. Any notice or demand which by any
provision of this Indenture is required or permitted to be given or served by
the Trustee or by the Holders of Securities to or on the Company or the
Guarantor, or by the Company, the Guarantor or by the Holders of Securities to
the Trustee or upon the Depository by the Company or the Guarantor or the
Trustee may be electronically communicated or hand delivered or sent by
overnight courier, addressed to the relevant party as provided in this Section
14.02.

All communications intended for the Company shall be sent to:

                   ChevronTexaco Funding Corporation
                   6001 Bollinger Canyon Road
                   Building E
                   San Ramon, CA 94583
                   Attention:  Treasurer

                   Fax Number:  (925) 842-8090

Copies of all communications intended for the Company shall be sent to the
Guarantor.

All communications intended for the Guarantor shall be sent to:

                   ChevronTexaco Corporation
                   6001 Bollinger Canyon Road
                   Building E
                   San Ramon, CA 94583
                   Attention:  Treasurer

                   Fax Number:  (925) 842-8090

                                       53

<PAGE>

All communications intended for the Trustee shall be sent to:

                   JPMorgan Chase Bank
                   4 New York Plaza, 15th Floor
                   New York, NY 10004
                   Attention:  Vice President, Institutional Trust Services

                   Fax Number:  (212) 623-6167

or at any other address of which any of the foregoing shall have notified the
others in any manner prescribed in this Section 14.02.

     For all purposes of this Indenture, a notice or communication will be
deemed effective:

          (a)  if delivered by hand or sent by overnight courier, on the day it
     is delivered unless (i) that day is not a Business Day in the city
     specified (a "Local Business Day") in the address for notice provided by
     the recipient or (ii) if delivered after the close of business on a Local
     Business Day, then on the next succeeding Local Business Day,

          (b)  if sent by telex, on the day the recipient's answerback is
     received unless that day is not a Local Business Day, in which case on the
     next succeeding Local Business Day,

          (c)  if sent by facsimile transmission, on the date transmitted,
     provided that oral or written confirmation of receipt is obtained by the
     sender unless the date of transmission and confirmation is not a Local
     Business Day, in which case, on the next succeeding Local Business Day.

     Any notice, direction, request, demand, consent or waiver by the Company,
the Guarantor, any Securityholder to or upon the Trustee shall be deemed to have
been sufficiently given, made or filed, for all purposes, if given, made or
filed in writing with the Trustee in accordance with the provisions of this
Section 14.02.

     Any notice, request, consent or waiver by the Company, the Guarantor or the
Trustee upon the Depository shall have been sufficiently given, made or filed,
for all purposes, if given or made in accordance with the provisions of this
Section 14.02 at the address shown for such Depository in the Register or at
such other address as the Depository shall have provided for purposes of notice.

     SECTION 14.03 COMPLIANCE CERTIFICATES AND OPINIONS. Upon any request or
application by the Company to the Trustee to take any action under any of the
provisions of this Indenture, the Company or the Guarantor shall furnish to the
Trustee an Officers' Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
document is specifically required by any provision of this Indenture relating to
such particular application or demand, no additional certificate or opinion need
be furnished.

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture (other than certificates provided pursuant to Section 5.03(d)
of this Indenture) shall include (1) a statement that the Person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such Person, he had made such
examination or investigation as is necessary to enable such Person to express an
informed opinion as to

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whether or not such covenant or condition has been complied with; and (4) a
statement as to whether or not, in the opinion of such Person, such condition or
covenant has been complied with.

     Any certificate, statement or opinion of an officer of the Company or
Guarantor may be based, insofar as it relates to legal matters, upon a
certificate or opinion of or representations by counsel, unless such officer
knows that the certificate or opinion or representations with respect to the
matters upon which his certificate, statement or opinion may be based as
aforesaid are erroneous, or in the exercise of reasonable care should know that
the same are erroneous. Any certificate, statement or opinion of counsel may be
based, insofar as it relates to factual matters, upon the certificate, statement
or opinion of or representations by an officer or officers of the Company or the
Guarantor stating that the information with respect to such factual matters is
in the possession of the Company or the Guarantor, unless such counsel knows
that the certificate, statement or opinion or representations with respect to
the matters upon which his certificate, statement or opinion may be based as
aforesaid are erroneous, or in the exercise of reasonable care should know that
the same are erroneous.

     Any certificate, statement or opinion of an officer of the Company, the
Guarantor or of counsel may be based, insofar as it relates to accounting
matters, upon a certificate or opinion of or representations by an accountant or
firm of accountants, unless such officer or counsel, as the case may be, knows
that the certificate or opinion or representations with respect to the
accounting matters upon which his certificate, statement or opinion may be based
as aforesaid are erroneous, or in the exercise of reasonable care should know
that the same are erroneous. Any certificate or opinion of any firm of
independent public accountants filed with the Trustee shall contain a statement
that such firm is independent.

     SECTION 14.04 DAYS ON WHICH PAYMENT TO BE MADE, NOTICE GIVEN OR OTHER
ACTION TAKEN. If any date on which a payment is to be made, notice given or
other action taken hereunder is a Saturday, Sunday or legal holiday in the state
in which or from which the payment, notice or other action is to be made, given
or taken, then such payment, notice or other action shall be made, given or
taken on the next succeeding business day in such state, and in the case of any
payment, no interest shall accrue for the delay.

     SECTION 14.05 PROVISIONS REQUIRED BY TRUST INDENTURE ACT OF 1939 TO
CONTROL. If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with another provision included in this Indenture which
is required to be included in this Indenture by any of Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939, as amended, such required
provision shall control.

     SECTION 14.06 GOVERNING LAW. This Indenture and each Security shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of said State.

     SECTION 14.07 PROVISIONS OF THE INDENTURE AND SECURITIES FOR THE SOLE
BENEFIT OF THE PARTIES AND THE SECURITYHOLDERS. Nothing in this Indenture or in
the Securities, expressed or implied, shall give or be construed to give any
Person, firm or corporation, other than the parties hereto and the Holders of
the Securities, any legal or equitable right, remedy or claim under or in
respect of this Indenture, or under any covenant, condition and provision herein
contained; all its covenants, conditions and provisions being for the sole
benefit of the parties hereto and of the Holders of the Securities.

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     Section 14.08 Indenture May be Executed in Counterparts. This Indenture may
be executed in any number of counterparts, each of which shall be an original;
but such counterparts shall together constitute but one and the same instrument.

     JPMORGAN CHASE BANK hereby accepts the trusts in this Indenture declared
and provided, upon the terms and conditions hereinabove set forth.

     IN WITNESS WHEREOF, CHEVRONTEXACO FUNDING CORPORATION, CHEVRONTEXACO
CORPORATION and JPMORGAN CHASE BANK have each caused this Indenture to be duly
executed, all as of the day and year first written above.

                                        CHEVRONTEXACO FUNDING CORPORATION


                                        By: /s/ R.C. Gordan
                                           -------------------------------------


                                        CHEVRONTEXACO CORPORATION


                                        By: /s/ D.M. Krattebol
                                           -------------------------------------


                                        JPMORGAN CHASE BANK, as Trustee


                                        By: /s/ J.D. Heaney
                                           -------------------------------------


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