<PAGE>
                                                                     EXHIBIT 2.4
================================================================================



                           PETROLEUM GEO-SERVICES ASA

                                   AS ISSUER,

                      EACH OF THE GUARANTORS NAMED HEREIN,

                                       and

                    LAW DEBENTURE TRUST COMPANY OF NEW YORK,

                                   AS TRUSTEE

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


                                    INDENTURE

                          Dated as of November 5, 2003

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


                                 DEBT SECURITIES


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



<PAGE>







                           Petroleum Geo-Services ASA

           Reconciliation and tie between Trust Indenture Act of 1939
                   and Indenture, dated as of November 5, 2003

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


      Section of
   Trust Indenture                                             Section(s) of
     Act of 1939                                                 Indenture
---------------------                                        -------------------
Section 310  (a)(1)                                               7.10
             (a)(2)                                               7.10
             (a)(3)                                               Not Applicable
             (a)(4)                                               Not Applicable
             (a)(5)                                               7.10
             (b)                                                  7.08, 7.10
             (c)                                                  Not Applicable
Section 311  (a)                                                  7.11
             (b)                                                  7.11
             (c)                                                  Not Applicable
Section 312  (a)                                                  2.07
             (b)                                                  11.03
             (c)                                                  11.03
Section 313  (a)                                                  7.06
             (b)                                                  7.06
             (c)                                                  7.06
             (d)                                                  7.06
Section 314  (a)                                                  4.03, 4.04
             (b)                                                  Not Applicable
             (c)(1)                                               11.04
             (c)(2)                                               11.04
             (c)(3)                                               Not Applicable
             (d)                                                  Not Applicable
             (e)                                                  11.05
Section 315  (a)                                                  7.01(b)
             (b)                                                  7.05
             (c)                                                  7.01(a)
             (d)                                                  7.01(c)
             (d)(1)                                               7.01(c)(l)
             (d)(2)                                               7.01(c)(2)
             (d)(3)                                               7.01(c)(3)
             (e)                                                  6.11
Section 316  (a)(1)(A)                                            6.05
             (a)(1)(B)                                            6.04
             (a)(2)                                               Not Applicable
             (a)(last sentence)                                   2.11
             (b)                                                  6.07
Section 317  (a)(1)                                               6.08
             (a)(2)                                               6.09
             (b)                                                  2.06
Section 318  (a)                                                  11.01


Note: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.



<PAGE>









                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                               Page



<S>    <C>                     <C>                                                                               <C>
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE..............................................................1
       SECTION 1.01            Definitions........................................................................1
       SECTION 1.02            Other Definitions..................................................................7
       SECTION 1.03            Incorporation by Reference of Trust Indenture Act..................................8
       SECTION 1.04            Rules of Construction..............................................................8

ARTICLE II THE SECURITIES.........................................................................................9
       SECTION 2.01            Amount Unlimited; Issuable in Series...............................................9
       SECTION 2.02            Denominations.....................................................................12
       SECTION 2.03            Forms Generally...................................................................12
       SECTION 2.04            Execution, Authentication, Delivery and Dating....................................12
       SECTION 2.05            Registrar and Paying Agent........................................................14
       SECTION 2.06            Paying Agent to Hold Money in Trust...............................................15
       SECTION 2.07            Holder Lists......................................................................15
       SECTION 2.08            Transfer and Exchange.............................................................15
       SECTION 2.09            Replacement Securities............................................................16
       SECTION 2.10            Outstanding Securities............................................................16
       SECTION 2.11            Original Issue Discount, Foreign Currency Denominated and
                               Treasury Securities...............................................................17
       SECTION 2.12            Temporary Securities..............................................................17
       SECTION 2.13            Cancellation......................................................................17
       SECTION 2.14            Payments; Defaulted Interest......................................................18
       SECTION 2.15            Persons Deemed Owners.............................................................18
       SECTION 2.16            Computation of Interest...........................................................19
       SECTION 2.17            Global Securities; Book-Entry Provisions..........................................19

ARTICLE III REDEMPTION...........................................................................................21
       SECTION 3.01            Applicability of Article..........................................................21
       SECTION 3.02            Notice to the Trustee.............................................................21
       SECTION 3.03            Selection of Securities To Be Redeemed............................................21
       SECTION 3.04            Notice of Redemption..............................................................22
       SECTION 3.05            Effect of Notice of Redemption....................................................23
       SECTION 3.06            Deposit of Redemption Price.......................................................23
       SECTION 3.07            Securities Redeemed or Purchased in Part..........................................23
       SECTION 3.08            Purchase of Securities............................................................24
       SECTION 3.09            Mandatory and Optional Sinking Funds..............................................24
       SECTION 3.10            Satisfaction of Sinking Fund Payments with Securities.............................24
       SECTION 3.11            Redemption of Securities for Sinking Fund.........................................24

ARTICLE IV COVENANTS.............................................................................................25
       SECTION 4.01            Payment of Securities.............................................................25
       SECTION 4.02            Maintenance of Office or Agency...................................................26
       SECTION 4.03            SEC Reports; Financial Statements.................................................26

</TABLE>


                                     (i)
<PAGE>


                                Table of Contents

                                   (continued)

<TABLE>
<CAPTION>

                                                                                                               Page


<S>    <C>                     <C>                                                                               <C>
       SECTION 4.04            Compliance Certificate............................................................26
       SECTION 4.05            Corporate Existence...............................................................27
       SECTION 4.06            Maintenance of Properties.........................................................27
       SECTION 4.07            Payment of Taxes and Other Claims.................................................28
       SECTION 4.08            Waiver of Stay, Extension or Usury Laws...........................................28
       SECTION 4.09            Additional Amounts................................................................28

ARTICLE V SUCCESSORS.............................................................................................30
       SECTION 5.01            Limitations on Mergers and Consolidations.........................................30
       SECTION 5.02            Successor Person Substituted......................................................30

ARTICLE VI DEFAULTS AND REMEDIES.................................................................................31
       SECTION 6.01            Events of Default.................................................................31
       SECTION 6.02            Acceleration......................................................................33
       SECTION 6.03            Other Remedies....................................................................33
       SECTION 6.04            Waiver of Existing or Past Defaults...............................................33
       SECTION 6.05            Control by Majority...............................................................34
       SECTION 6.06            Limitations on Suits..............................................................34
       SECTION 6.07            Rights of Holders to Receive Payment..............................................35
       SECTION 6.08            Collection Suit by Trustee........................................................35
       SECTION 6.09            Trustee May File Proofs of Claim..................................................35
       SECTION 6.10            Priorities........................................................................36
       SECTION 6.11            Undertaking for Costs.............................................................36

ARTICLE VII TRUSTEE..............................................................................................37
       SECTION 7.01            Duties of Trustee.................................................................37
       SECTION 7.02            Rights of Trustee.................................................................38
       SECTION 7.03            May Hold Securities...............................................................38
       SECTION 7.04            Trustee's Disclaimer..............................................................38
       SECTION 7.05            Notice of Defaults................................................................39
       SECTION 7.06            Reports by Trustee to Holders.....................................................39
       SECTION 7.07            Compensation and Indemnity........................................................39
       SECTION 7.08            Replacement of Trustee............................................................40
       SECTION 7.09            Successor Trustee by Merger, etc..................................................42
       SECTION 7.10            Eligibility; Disqualification.....................................................42
       SECTION 7.11            Preferential Collection of Claims Against the Company or a
                               Guarantor.........................................................................42

ARTICLE VIII DISCHARGE OF INDENTURE..............................................................................43


</TABLE>



                                      (ii)
<PAGE>


                                Table of Contents

                                   (continued)

<TABLE>
<CAPTION>

                                                                                                               Page


<S>    <C>                     <C>                                                                               <C>
       SECTION 8.01            Termination of the Company's and the Guarantors' Obligations......................43
       SECTION 8.02            Application of Trust Money........................................................46
       SECTION 8.03            Repayment to Company or Guarantor.................................................47
       SECTION 8.04            Reinstatement.....................................................................47

ARTICLE IX SUPPLEMENTAL INDENTURES AND AMENDMENTS................................................................47
       SECTION 9.01            Without Consent of Holders........................................................47
       SECTION 9.02            With Consent of Holders...........................................................49
       SECTION 9.03            Compliance with Trust Indenture Act...............................................50
       SECTION 9.04            Revocation and Effect of Consents.................................................51
       SECTION 9.05            Notation on or Exchange of Securities.............................................51
       SECTION 9.06            Trustee to Sign Amendments, etc...................................................51

ARTICLE X GUARANTEE .............................................................................................52
       SECTION 10.01           Obligations Guaranteed............................................................52
       SECTION 10.02           Obligations Unconditional; Reinstatement..........................................52
       SECTION 10.03           No Waiver or Set-off..............................................................53
       SECTION 10.04           Waiver of Notice; Expenses........................................................53
       SECTION 10.05           Benefit and Enforcement...........................................................54
       SECTION 10.06           Limitations on Guarantee; Release.................................................54

ARTICLE XI MISCELLANEOUS.........................................................................................54
       SECTION 11.01           Trust Indenture Act Controls......................................................54
       SECTION 11.02           Notices...........................................................................55
       SECTION 11.03           Communication by Holders with Other Holders.......................................56
       SECTION 11.04           Certificate and Opinion as to Conditions Precedent................................56
       SECTION 11.05           Statements Required in Certificate or Opinion.....................................56
       SECTION 11.06           Rules by Trustee and Agents.......................................................57
       SECTION 11.07           Legal Holidays....................................................................57
       SECTION 11.08           No Recourse Against Others........................................................57
       SECTION 11.09           Governing Law.....................................................................57
       SECTION 11.10           No Adverse Interpretation of Other Agreements.....................................57
       SECTION 11.11           Successors........................................................................58
       SECTION 11.12           Severability......................................................................58
       SECTION 11.13           Counterpart Originals.............................................................58
       SECTION 11.14           Table of Contents, Headings, etc..................................................58
       SECTION 11.15           Agent for Service of Process......................................................58


</TABLE>

                                     (iii)


<PAGE>

                               Table of Contents

                                   (continued)

<TABLE>
<CAPTION>


                                                                                                               Page
<S>               <C>
Exhibit A.........FORM OF ADDITIONAL GUARANTOR SUPPLEMENTAL INDENTURE



</TABLE>

                                      (iv)
<PAGE>



                  INDENTURE dated as of November 5, 2003 between Petroleum
Geo-Services ASA, a Norwegian public limited liability company (the "Company"),
the guarantors named on the signature page hereof (the "Guarantors") and Law
Debenture Trust Company of New York, as trustee (the "Trustee").

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Company's
unsecured debentures, notes or other evidences of indebtedness (the "Securities"
and each individually a "Security") to be issued from time to time in one or
more series as provided in this Indenture:

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01    Definitions.

                  "Additional Amounts" means any additional amounts required by
the express terms of a Security or by or pursuant to a Board Resolution, under
circumstances specified therein or pursuant thereto, to be paid by the Company
with respect to certain taxes, assessments or other governmental charges imposed
on certain Holders and that are owing to such Holders.

                  "Additional Guarantor" means a Person which becomes an
Additional Guarantor in accordance with Section 4.10.

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by, or under direct or indirect
common control with, such specified Person. For purposes of this definition,
"control" of a Person shall mean the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" shall have meanings correlative to the foregoing.

                  "Agent" means any Registrar or Paying Agent.

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

                  "Board of Directors", when used with reference to the Company
or a Guarantor, means the Board of Directors of the Company or such Guarantor,
as the case may be, or any committee thereof duly authorized, with respect to
any particular matter, to act by or on behalf of the Board of Directors of the
Company or such Guarantor, as the case may be.

                  "Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company or a Guarantor to have
been duly adopted by the Board of Directors of the Company or such Guarantor, as
the case may be, and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

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




<PAGE>


                  "Capital Stock" of any Person means and includes any and all
shares, interests, rights to purchase, warrants or options (whether or not
currently exercisable), participations or other equivalents of or interests
(however designated) in the equity (which includes, but is not limited to,
common stock, preferred stock and partnership and joint venture interests) of
such Person (excluding any debt securities that are convertible into, or
exchangeable for, such equity).

                  "Common Equity" of any Person means and includes all Capital
Stock of such Person that is generally entitled to (i) vote in the election of
directors of such Person or (ii) if such Person is not a corporation, vote or
otherwise participate in the selection of the governing body, partners, managers
or others that will control the management and policies of such Person.

                  "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person; provided, however, that for purposes
of any provision contained herein that is required by the TIA, the term
"Company" shall also mean each other obligor (if any), other than a Guarantor,
on the Securities of a series.

                  "Company Order" and "Company Request" mean, respectively, a
written order or request signed in the name of the Company by two Officers of
the Company and, in the case of a Company Order pursuant to Section 2.01 or
2.04, in the name of each Guarantor by an Officer of such Guarantor, and
delivered to the Trustee.

                  "Corporate Trust Office of the Trustee" shall be the address
specified in Section 11.02 and may be located at such other address as the
Trustee may give notice to the Company.

                  "Default" means any event, act or condition that is, or after
notice or the passage of time or both would be, an Event of Default.

                  "Depositary" means, with respect to the Securities of any
series issuable or issued in whole or in part in global form, the Person
specified pursuant to Section 2.01 hereof as the initial Depositary with respect
to the Securities of such series, until a successor shall have been appointed
and become such pursuant to the applicable provision of this Indenture, and
thereafter, "Depositary" shall mean or include such successor.

                  "Dollar" or "$" means a dollar or other equivalent unit in
such coin or currency of the United States as at the time shall be legal tender
for the payment of public and private debt.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and any successor statute.

                  "Financial Indebtedness" means any indebtedness for or in
respect of:

                  (a) moneys borrowed and debit balances at banks and other
financial institutions;

                  (b) any debenture, bond, note, loan stock or other security;


                                      -2-
<PAGE>

                  (c) any acceptance credit, bankers' acceptances, letters of
credit or other similar instruments (or reimbursement obligations with respect
thereto), other than standby letters of credit, to the extent not drawn;

                  (d) receivables sold or discounted (otherwise than to the
extent sold or discounted on a non-recourse basis);

                  (e) the acquisition cost of any asset to the extent payable
after the time of acquisition or possession by the party liable where the
advance or deferred payment is arranged primarily as a method of raising finance
or financing the acquisition of such asset;

                  (f) leases (whether in respect of land, machinery, equipment
or otherwise) required to be capitalized under GAAP;

                  (g) for the purposes of Section 5.1 of the First Supplemental
Indenture dated the date hereof only, currency swaps or interest swaps, cap or
collar arrangements or any other derivative instruments calculated by reference
to the mark-to-market valuation of any such transaction at the relevant time;

                  (h) any amount raised under any other transaction having the
commercial effect of constituting a borrowing;

                  (i) all indebtedness of others secured by a Lien on any assets
of any member of the Group, whether or not such indebtedness is assumed by a
member of the Group but only to the extent of the recourse against such member
of the Group in respect of such indebtedness; and

                  (j) any guarantee, indemnity or similar assurance against
financial loss of any person (other than in favor of any member of the Group)
but not (for the avoidance of doubt) for or in respect of performance guarantees
and bid bonds given by (or issued on behalf of) any member of the Group in
connection with the trading activities or ordinary business of the Group.

                  "GAAP" means generally accepted accounting principles in the
United States set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as may be approved by a significant
segment of the accounting profession of the United States, as in effect from
time to time; provided that if, after the date of this Indenture, the Company
adopts the international accounting standards promulgated by the International
Accounting Standards Board from time to time for the preparation of its audited
financial statements, then the term "GAAP" shall, from the date of such adoption
and upon prior written notice to the Trustee, mean those international
accounting standards.

                  "Global Security" of any series means a Security of that
series that is issued in global form in the name of the Depositary with respect
thereto or its nominee.

                  "Government Obligations" means, with respect to a series of
Securities, direct noncallable obligations of the government that issues the
currency in which the Securities of the series are payable for the payment of
which the full faith and credit of such government is



                                      -3-
<PAGE>

pledged, or noncallable obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of such government, the payment of which
is fully and unconditionally guaranteed as a full faith and credit obligation by
such government.

                  "Group" means the Company and its Subsidiaries (other than
Project Companies).

                  "Guarantors" means the Persons named as the "Guarantors" in
the preamble of this instrument, in each case until a successor to such Person
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter "Guarantors" shall include any such successor Person, and any
Additional Guarantor, unless such Person has ceased to be a Guarantor pursuant
to the terms of this Indenture.

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

                  "Indenture" means this instrument as amended or supplemented
from time to time pursuant to the provisions hereof, and includes the terms of
any particular series of Securities established as contemplated by Section 2.01.

                  "interest" means, with respect to an Original Issue Discount
Security that by its terms bears interest only after Maturity, interest payable
after Maturity.

                  "Interest Payment Date," when used with respect to any
Security, has the meaning assigned to such term in the Security as contemplated
by Section 2.01.

                  "Issue Date" means, with respect to Securities of a series,
the date on which the Securities of such series are originally issued under this
Indenture.

                  "Legal Holiday" means a Saturday, a Sunday or a day on which
banking institutions in The City of New York, New York or a Place of Payment are
authorized or obligated by law, regulation or executive order to remain closed.

                  "Material Subsidiary" means a PGS Subsidiary (i) whose total
gross assets as at the date at which the latest audited consolidated financial
statements of the Group were prepared; and/or (ii) whose total revenues for the
financial period to which the latest audited consolidated financial statements
of the Group relate, account for 10% or more of the consolidated total assets
and/or consolidated total revenues of the Group respectively (calculated by
reference to the then latest audited consolidated financial statements of the
Group). If a PGS Subsidiary becomes a member of the Group after the date on
which the latest audited consolidated financial statements of the Group have
been prepared, the gross assets and revenues of that PGS Subsidiary will be
determined from its latest financial statements (consolidated if it has
Subsidiaries).

                  Notwithstanding the foregoing each of the following PGS
Subsidiaries shall be deemed to be a "Material Subsidiary" (i) each original
Guarantor under this Indenture, but only until it is demonstrated (by reference
to the then latest audited consolidated financial statements of the Group and
the then latest audited consolidated financial statements of such Guarantor) not
to be a Material Subsidiary according to the tests set forth above and below,
(ii) any member of the Group to which the Company or a Material Subsidiary
transfers all or any substantial part of its assets, but only until it is
demonstrated (by reference to the then latest audited consolidated



                                      -4-
<PAGE>

financial statements of the Group and the then latest audited consolidated
financial statements of the relevant original Guarantor under this Indenture)
not to be a Material Subsidiary according to the tests set out above and below,
(iii) the five PGS Subsidiaries with the largest percentage of the total
revenues of the Group (disregarding (A) any PGS Subsidiaries which are
prohibited by law or the terms of a contract with a person who is not a member
of the Group from becoming Guarantors and (B) any PGS Subsidiaries which account
for less than 5% of the consolidated total revenues of the Group) as calculated
by reference to the then latest audited consolidated financial statements of the
Group and the then latest audited financial statements of the relevant PGS
Subsidiary; (iv) the five PGS Subsidiaries with the largest percentage of the
total gross assets of the Group (disregarding any PGS Subsidiaries which are
prohibited by law or the terms of a contract with a person who is not a member
of the Group from becoming Guarantors) as calculated by reference to the then
latest audited consolidated financial statements of the Group and the then
latest audited financial statements of the relevant PGS Subsidiary; and (v)
subject to the other terms of this Agreement, a Designated Material Subsidiary.

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

                  "Obligor" means the Company or a Guarantor.

                  "Officer" means (i) the Chairman of the Board, any Director,
the President, any Vice Chairman of the Board, any Vice President, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary or any Assistant Secretary of a Person or (ii) any individual duly
appointed pursuant to a power of attorney (a copy of which has been delivered to
the Trustee) by such Person to take any and all actions required to be taken by
an Officer under this Indenture.

                  "Officers' Certificate" means a certificate signed by two
Officers of a Person and, in the case of an Officers' Certificate of the Company
pursuant to Section 2.01 or 2.04, by an Officer of each Guarantor.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is acceptable to the Trustee. Such counsel may be an employee of or
counsel to the Company, a Guarantor or the Trustee.

                  "Original Issue Discount Security" means any Security that
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 6.02.

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

                  "PGS Subsidiary" means any Subsidiary of the Company other
than a Project Company.


                                      -5-
<PAGE>

                  "Place of Payment" means, with respect to the Securities of
any series, the place or places where the principal of, premium (if any) and
interest on and any Additional Amounts with respect to the Securities of that
series are payable as specified in accordance with Section 2.01, subject to the
provisions of Section 4.02.

                  "Project Company" means any entity acquired or incorporated
after the Issue Date in which the Company or one or more of its Subsidiaries, or
the Company and one or more of its Subsidiaries, has an equity ownership
interest and that in each case is designated as a Project Company by a
resolution of the Board of Directors of the Company in accordance with the
requirements of the following sentence. The Company may designate any entity
that satisfies the requirements of the previous sentence to be a Project Company
by a Board Resolution, if after giving effect to such designation: (i) such
entity does not own or hold any shares of, or any Security on any property or
assets of, or is owed Financial Indebtedness by, the Company or any of its
Subsidiaries; (ii) such entity is not liable, directly or indirectly, with
respect to any Financial Indebtedness other than Project Finance Debt; (iii) no
Default or Event of Default would occur hereunder by virtue of such designation;
and (iv) a copy of such designation is promptly sent to the Trustee.

                  "Project Finance Debt" means any indebtedness (including for
the avoidance of doubt any indebtedness under any interest rate, currency swap,
cap or collar arrangement or other like derivative instrument, the value of
which shall be calculated by reference to the mark-to-market valuation of any
such instrument at any relevant time) incurred in relation to any asset or
assets solely for the purposes of financing the whole or any part of the
acquisition, creation, construction, improvement or development of such asset
where the financial institutions to whom such indebtedness is owed have recourse
solely to the applicable Project Company (where such Project Company is formed
solely or principally for the purpose of the relevant project) and/or to such
asset (or any derivative asset thereof).

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

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

                  "Rule 144A Securities" means Securities of a series designated
pursuant to Section 2.01 as entitled to the benefits of Section 4.03(b).

                  "SEC" means the Securities and Exchange Commission.

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

                  "Security Custodian" means, with respect to Securities of a
series issued in global form, the Trustee for the Securities of such series,
acting in its capacity as custodian with respect to the Securities of such
series, or any successor entity thereto.

                  "Stated Maturity" means, when used with respect to any
Security or any installment of principal thereof or premium or interest thereon,
the date specified in such


                                      -6-
<PAGE>

Security as the fixed date on which the principal of such Security or such
installment of principal or premium or interest is due and payable.

                  "Subsidiary" means an entity from time to time of which a
Person directly or indirectly owns or controls shares representing more than 50%
of the voting stock or, by agreement or otherwise, has direct or indirect
control. For the purposes of this definition, "control" means the power to
direct the management and the policies of the entity whether through the
ownership of voting capital, by contract or otherwise.

                  "Term Loan Facility" means that certain Facility Agreement,
dated as of November 5, 2003, between the Company, the Original Guarantors (as
defined therein), the Original Lenders (as defined therein) and JP Morgan Europe
Limited, as Agent, as amended and in effect from time to time in accordance with
the terms thereof.

                  "TIA" means the Trust Indenture Act of 1939, as amended (15
U.S.C. Sections 77aaa-77bbbb), as in effect on the date hereof; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after such
date, "TIA" means to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

                  "Trust Officer" means any officer or assistant officer of the
Trustee assigned by the Trustee to administer this Indenture.

                  "Trustee" means the Person named as such above until a
successor replaces it in accordance with the applicable provisions of this
Indenture, and thereafter "Trustee" means each Person who is then a Trustee
hereunder, and if at any time there is more than one such Person, "Trustee" as
used with respect to the Securities of any series means the Trustee with respect
to Securities of that series.

                  "United States" means the United States of America (including
the States and the District of Columbia) and its territories, its possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands) and other areas subject to its
jurisdiction.

                  "United States Alien" means any Person who, for United States
federal income tax purposes, is a foreign corporation, a nonresident alien
individual, a nonresident alien or foreign fiduciary of an estate or trust, or a
foreign partnership.

                  "U.S. Government Obligations" means Government Obligations
with respect to Securities payable in Dollars.

SECTION 1.02    Other Definitions.


                                                                      Defined
         Term                                                       in Section


"Agent Members"                                                       2.17
"Bankruptcy Custodian"                                                6.01


                                      -7-
<PAGE>

"Conversion Event"                                                    6.01
"covenant defeasance"                                                 8.01
"Designated Material Subsidiary"                                      4.11
"Event of Default"                                                    6.01
"Exchange Rate"                                                       2.11
"Guarantee"                                                          10.01
"Judgment Currency"                                                   6.10
"legal defeasance"                                                    8.01
"mandatory sinking fund payment"                                      3.09
"Minimum Guarantor Threshold"                                         4.10
"optional sinking fund payment"                                       3.09
"Paying Agent"                                                        2.05
"Registrar"                                                           2.05
"Required Currency"                                                   6.10
"Successor"                                                           5.01


        SECTION 1.03    Incorporation by Reference of Trust Indenture Act.

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture (and
if the Indenture is not qualified under the TIA at that time, as if it were so
qualified unless otherwise provided). The following TIA terms used in this
Indenture have the following meanings:

                  "Commission" means the SEC.

                  "indenture securities" means the Securities.

                  "indenture security holder" means a Holder.

                  "indenture to be qualified" means this Indenture.

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

                  "obligor" on the indenture securities means the Company, each
         Guarantor or any other obligor on the Securities.

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

        SECTION 1.04    Rules of Construction.

                  Unless the context otherwise requires:

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

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


                                      -8-
<PAGE>

                  (c) "or" is not exclusive;

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

                  (e) provisions apply to successive events and transactions;
and

                  (f) all references in this Indenture to Articles and Sections
are references to the corresponding Articles and Sections in and of
this Indenture.

                                   ARTICLE II

                                 THE SECURITIES

        SECTION 2.01    Amount Unlimited; Issuable in Series.

                  The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited.

                  The Securities may be issued in one or more series. There
shall be established in or pursuant to a Board Resolution of the Company, and
set forth, or determined in the manner provided, in an Officers' Certificate of
the Company or in a Company Order, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series:

                  (1) the title of the Securities of the series (which shall
         distinguish the Securities of the series from the Securities of all
         other series);

                  (2) any limit upon the aggregate principal amount of the
         Securities of the series that may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Section 2.08, 2.09, 2.12, 2.17,
         3.07 or 9.05 and except for any Securities that, pursuant to Section
         2.04 or 2.17, are deemed never to have been authenticated and delivered
         hereunder); provided, however, that unless otherwise provided in the
         terms of the series, the authorized aggregate principal amount of such
         series may be increased before or after the issuance of any Securities
         of the series by a Board Resolution of the Company (or action pursuant
         to a Board Resolution of the Company) to such effect;

                  (3) whether any Securities of the series are to be issuable
         initially in temporary global form and whether any Securities of the
         series are to be issuable in permanent global form, as Global
         Securities or otherwise, and, if so, whether beneficial owners of
         interests in any such Global Security may exchange such interests for
         Securities of such series and of like tenor of any authorized form and
         denomination and the circumstances under which any such exchanges may
         occur, if other than in the manner provided in Section 2.17, and the
         initial Depositary and Security Custodian, if any, for any Global
         Security or Securities of such series;


                                      -9-
<PAGE>

                  (4) the manner in which any interest payable on a temporary
         Global Security on any Interest Payment Date will be paid if other than
         in the manner provided in Section 2.14;

                  (5) the date or dates on which the principal of (and premium,
         if any, on) the Securities of the series is payable or the method of
         determination thereof;

                  (6) the rate or rates, or the method of determination thereof,
         at which the Securities of the series shall bear interest, if any,
         whether and under what circumstances Additional Amounts with respect to
         such Securities shall be payable, the date or dates from which such
         interest shall accrue, the Interest Payment Dates on which such
         interest shall be payable and the record date for the interest payable
         on any Securities on any Interest Payment Date or, if other than as
         provided herein, the Person to whom any interest on Securities of the
         series shall be payable;

                  (7) the place or places where, subject to the provisions of
         Section 4.02, the principal of, premium (if any) and interest on and
         any Additional Amounts with respect to the Securities of the series
         shall be payable;

                  (8) the period or periods within which, the price or prices
         (whether denominated in cash, securities or otherwise) at which and the
         terms and conditions upon which Securities of the series may be
         redeemed, in whole or in part, at the option of the Company, if the
         Company is to have that option, and the manner in which the Company
         must exercise any such option, if different from those set forth
         herein;

                  (9) the obligation, if any, of the Company to redeem, purchase
         or repay Securities of the series pursuant to any sinking fund or
         analogous provisions or at the option of a Holder thereof and the
         period or periods within which, the price or prices (whether
         denominated in cash, securities or otherwise) at which and the terms
         and conditions upon which Securities of the series shall be redeemed,
         purchased or repaid in whole or in part pursuant to such obligation;

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

                  (11) if other than Dollars, the currency or currencies
         (including composite currencies) or the form, including Capital Stock,
         other debt securities (including Securities), warrants, other equity
         securities, or any other securities or property of the Company, any
         Guarantor or any other Person in which payment of the principal of,
         premium (if any) and interest on and any Additional Amounts with
         respect to the Securities of the series shall be payable;

                  (12) if the principal of, premium (if any) or interest on or
         any Additional Amounts with respect to the Securities of the series are
         to be payable, at the election of the Company or a Holder thereof, in a
         currency or currencies (including composite currencies) other than that
         in which the Securities are stated to be payable, the currency or
         currencies (including composite currencies) in which payment of the
         principal of, premium (if any) and interest on and any Additional
         Amounts with respect to Securities


                                      -10-
<PAGE>

         of such series as to which such election is made shall be payable, and
         the periods within which and the terms and conditions upon which such
         election is to be made;

                  (13) if the amount of payments of principal of, premium (if
         any) and interest on and any Additional Amounts with respect to the
         Securities of the series may be determined with reference to any
         commodities, currencies or indices, values, rates or prices or any
         other index or formula, the manner in which such amounts shall be
         determined;

                  (14) if other than the entire principal amount thereof, the
         portion of the principal amount of Securities of the series that shall
         be payable upon declaration of acceleration of the Maturity thereof
         pursuant to Section 6.02;

                  (15) any additional means of satisfaction and discharge of
         this Indenture and any additional conditions or limitations to
         discharge with respect to Securities of the series and the related
         Guarantees pursuant to Article VIII or any modifications of or
         deletions from such conditions or limitations;

                  (16) any deletions or modifications of or additions to the
         Events of Default set forth in Section 6.01 or covenants of the Company
         or any Guarantor set forth in Article IV pertaining to the Securities
         of the series;

                  (17) any restrictions or other provisions with respect to the
         transfer or exchange of Securities of the series, which may amend,
         supplement, modify or supersede those contained in this Article II;

                  (18) if the Securities of the series are to be convertible
         into or exchangeable for Capital Stock, other debt securities
         (including Securities), warrants, other equity securities, or any other
         securities or property of the Company, any Guarantor or any other
         Person, at the option of the Company or the Holder or upon the
         occurrence of any condition or event, the terms and conditions for such
         conversion or exchange;

                  (19) whether the Securities of the series are to be entitled
         to the benefit of Section 4.03(b) (and accordingly constitute Rule 144A
         Securities) and the transfer restrictions applicable to such Securities
         constituting Rule 144A Securities;

                  (20) whether the Securities of the series are to be entitled
         to the benefit of the Guarantee pursuant to Article X or any other
         covenants or undertakings of the Guarantors under this Indenture; and

                  (21) any other terms of the series (which terms shall not be
         prohibited by the provisions of this Indenture).

                  All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to the Board Resolution referred to above and (subject to Section
2.03) set forth, or determined in the manner provided, in the Officers'
Certificate or Company Order referred to above or in any such indenture
supplemental hereto.


                                      -11-
<PAGE>

                  If any of the terms of the series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action, together with such Board Resolution, shall be set forth in an Officers'
Certificate or certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate or Company Order setting forth the terms of the series.

        SECTION 2.02    Denominations.

                  The Securities of each series shall be issuable in such
denominations as shall be specified as contemplated by Section 2.01. In the
absence of any such provisions with respect to the Securities of any series, the
Securities of such series denominated in Dollars shall be issuable in
denominations of $1,000 and any integral multiples thereof.

        SECTION 2.03    Forms Generally.

                  The Securities of each series shall be in fully registered
form and in substantially such form or forms (including temporary or permanent
global form) established by or pursuant to a Board Resolution of the Company or
in one or more indentures supplemental hereto. The Securities may have
notations, legends or endorsements required by law, securities exchange rules,
the Company's articles of association or other similar governing documents,
agreements to which the Company is subject, if any, or usage (provided that any
such notation, legend or endorsement is in a form acceptable to the Company). A
copy of the Board Resolution establishing the form or forms of Securities of any
series shall be delivered to the Trustee at or prior to the delivery of the
Company Order contemplated by Section 2.04 for the authentication and delivery
of such Securities.

                  The definitive Securities of each series shall be printed,
lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the Officers executing such Securities, as
evidenced by their execution thereof.

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

                  "This is one of the Securities of the series designated
         therein referred to in the within-mentioned Indenture.

                                        Law Debenture Trust Company of New York,
                                              as Trustee

                                        By:
                                             -----------------------------------
                                             Authorized Signatory".

        SECTION 2.04     Execution, Authentication, Delivery and Dating.

                  Two Officers of the Company shall sign the Securities on
behalf of the Company and, with respect to the Guarantees of the Securities, an
Officer of each Guarantor shall sign the Securities on behalf of such Guarantor,
in each case by manual or facsimile signature.


                                      -12-
<PAGE>

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

                  A Security shall not be entitled to any benefit under this
Indenture or the related Guarantees or be valid or obligatory for any purpose
until authenticated by the manual signature of an authorized signatory of the
Trustee, which signature shall be conclusive evidence that the Security has been
authenticated under this Indenture and that such Security is entitled to the
benefit of this Indenture. Notwithstanding the foregoing, if any Security has
been authenticated and delivered hereunder but never issued and sold by the
Company, and the Company delivers such Security to the Trustee for cancellation
as provided in Section 2.13, together with a written statement (which need not
comply with Section 11.05 and need not be accompanied by an Opinion of Counsel)
stating that such Security has never been issued and sold by the Company, for
all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture or the related Guarantees.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company and, where applicable, each Guarantor to the Trustee for
authentication, and the Trustee shall authenticate and deliver such Securities
for original issue upon a Company Order for the authentication and delivery of
such Securities or pursuant to such procedures reasonably acceptable to the
Trustee as may be specified from time to time by Company Order. Such order shall
specify the amount of the Securities to be authenticated, the date on which the
original issue of Securities is to be authenticated, the name or names of the
initial Holder or Holders and any other terms of the Securities of such series
not otherwise determined. If provided for in such procedures, such Company Order
may authorize (1) authentication and delivery of Securities of such series for
original issue from time to time, with certain terms (including, without
limitation, the Maturity dates or dates, original issue date or dates and
interest rate or rates) that differ from Security to Security and (2) may
authorize authentication and delivery pursuant to oral or electronic
instructions from the Company or its duly authorized agent, which instructions
shall be promptly confirmed in writing.

                  If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Section 2.01, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive (in addition to the Company Order referred
to above and the other documents required by Section 11.04), and (subject to
Section 7.01) shall be fully protected in relying upon,

                  (a) an Officers' Certificate setting forth the Board
Resolution and, if applicable, an appropriate record of any action taken
pursuant thereto, as contemplated by the last paragraph of Section
2.01; and

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


                                      -13-
<PAGE>

                           (i)      the form of such Securities has been
                                    established in conformity with the
                                    provisions of this Indenture;

                           (ii)     the terms of such Securities have been
                                    established in conformity with the
                                    provisions of this Indenture; and

                           (iii)    that, when authenticated and delivered by
                                    the Trustee and issued by the Company in the
                                    manner and subject to any conditions
                                    specified in such Opinion of Counsel, such
                                    Securities and the related Guarantees will
                                    constitute valid and binding obligations of
                                    the Company and the Guarantors,
                                    respectively, enforceable against the
                                    Company and the Guarantors, respectively, in
                                    accordance with their respective terms,
                                    except as the enforceability thereof may be
                                    limited by applicable bankruptcy,
                                    insolvency, reorganization, moratorium,
                                    fraudulent conveyance or other similar laws
                                    in effect from time to time affecting the
                                    rights of creditors generally, and the
                                    application of general principles of equity
                                    (regardless of whether such enforceability
                                    is considered in a proceeding in equity or
                                    at law).

If all the Securities of any series are not to be issued at one time, it shall
not be necessary to deliver an Officers' Certificate and Opinion of Counsel at
the time of issuance of each such Security, but such Officers' Certificate and
Opinion of Counsel shall be delivered at or before the time of issuance of the
first Security of the series to be issued.

                  The Trustee shall not be required to authenticate such
Securities if the issuance of such Securities pursuant to this Indenture would
affect the Trustee's own rights, duties or immunities under the Securities and
this Indenture or otherwise in a manner not reasonably acceptable to the
Trustee.

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

                  Each Security shall be dated the date of its authentication.

        SECTION 2.05    Registrar and Paying Agent.

                  The Company shall maintain an office or agency for each series
of Securities where Securities of such series may be presented for registration
of transfer or exchange ("Registrar") and an office or agency where Securities
of such series may be presented for payment ("Paying Agent"). The Registrar
shall keep a register of the Securities of such series and of their transfer and
exchange. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term "Registrar" includes any co-registrar and the
term "Paying Agent" includes any additional paying agent.


                                      -14-
<PAGE>

                  The Company shall enter into an appropriate agency agreement
with any Registrar or Paying Agent not a party to this Indenture. The agreement
shall implement the provisions of this Indenture that relate to such Agent. The
Company shall notify the Trustee of the name and address of any Agent not a
party to this Indenture. The Company may change any Paying Agent or Registrar
without notice to any Holder. If the Company fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. The
Company, any Guarantor or any Subsidiary of the Company may act as Paying Agent
or Registrar.

                  The Company initially appoints the Trustee as Registrar and
Paying Agent.

        SECTION 2.06    Paying Agent to Hold Money in Trust.

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal of, premium, if any, or interest on or any Additional
Amounts with respect to Securities and will notify the Trustee of any default by
the Company in making any such payment. While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee
and to account for any funds disbursed. The Company at any time may require a
Paying Agent to pay all money held by it to the Trustee and to account for any
funds disbursed. Upon payment over to the Trustee and upon accounting for any
funds disbursed, the Paying Agent (if other than the Company, a Guarantor or a
Subsidiary of the Company) shall have no further liability for the money. If the
Company, a Guarantor or a Subsidiary of the Company acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Each Paying Agent shall otherwise comply
with TIA Section 317(b).

        SECTION 2.07    Holder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of Holders and shall otherwise comply with TIA Section 312(a). If the
Trustee is not the Registrar with respect to a series of Securities, the
Registrar shall furnish to the Trustee at least five Business Days before each
Interest Payment Date with respect to such series of Securities, and at such
other times as the Trustee may request in writing, a list in such form and as of
such date as the Trustee may reasonably require of the names and addresses of
Holders of such series, and the Company shall otherwise comply with TIA Section
312(a).

        SECTION 2.08    Transfer and Exchange.

                  Except as set forth in Section 2.17 or as may be provided
pursuant to Section 2.01, when Securities of any series are presented to the
Registrar with the request to register the transfer of such Securities or to
exchange such Securities for an equal principal amount of Securities of the same
series of like tenor and of other authorized denominations, the Registrar shall
register the transfer or make the exchange as requested if its requirements and
the requirements of this Indenture for such transactions are met; provided,
however, that the Securities presented or surrendered for registration of
transfer or exchange shall be duly

                                      -15-
<PAGE>

endorsed or accompanied by a written instruction of transfer in form reasonably
satisfactory to the Registrar duly executed by the Holder thereof or by his
attorney, duly authorized in writing, on which instruction the Registrar can
rely.

                  To permit registrations of transfers and exchanges, the
Company and the Guarantors shall execute and the Trustee shall authenticate
Securities at the Registrar's written request and submission of the Securities
or Global Securities. No service charge shall be made to a Holder for any
registration of transfer or exchange (except as otherwise expressly permitted
herein), but the Company or the Trustee may require payment of a sum sufficient
to cover any transfer tax or similar governmental charge payable in connection
therewith (other than such transfer tax or similar governmental charge payable
upon exchanges pursuant to Section 2.12, 3.07 or 9.05). The Trustee shall
authenticate Securities in accordance with the provisions of Section 2.04.
Notwithstanding any other provisions of this Indenture to the contrary, the
Company shall not be required to register the transfer or exchange of (a) any
Security selected for redemption in whole or in part pursuant to Article III,
except the unredeemed portion of any Security being redeemed in part, or (b) any
Security during the period beginning 15 days before the mailing of notice of any
offer to repurchase Securities of the series required pursuant to the terms
thereof or of redemption of Securities of a series to be redeemed and ending at
the close of business on the day of mailing.

        SECTION 2.09    Replacement Securities.

                  If any mutilated Security is surrendered to the Trustee, or if
the Holder of a Security claims that the Security has been destroyed, lost or
stolen and the Company and the Trustee receive evidence to their satisfaction of
the destruction, loss or theft of such Security, the Company shall issue, the
Guarantors shall execute and the Trustee shall authenticate a replacement
Security of the same series if the Trustee's requirements are met. If 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. If required by the Trustee, any Guarantor or the
Company, such Holder must furnish an indemnity bond that is sufficient in the
judgment of the Trustee and the Company to protect the Company, each Guarantor,
the Trustee, any Agent or any authenticating agent from any loss that any of
them may suffer if a Security is replaced. The Company and the Trustee may
charge a Holder for their expenses in replacing a Security.

                  Every replacement Security is an additional obligation of the
Company.

        SECTION 2.10    Outstanding Securities.

                  The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Security
effected by the Trustee hereunder and those described in this Section 2.10 as
not outstanding.

                  If a Security is replaced pursuant to Section 2.09, it ceases
to be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a protected purchaser.


                                      -16-
<PAGE>

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

                  A Security does not cease to be outstanding because the
Company, a Guarantor or an Affiliate of the Company or a Guarantor holds the
Security.

        SECTION 2.11    Original Issue Discount, Foreign Currency Denominated
                        and Treasury Securities.

                  In determining whether the Holders of the required principal
amount of Securities have concurred in any direction, amendment, supplement,
waiver or consent, (a) the principal amount of an Original Issue Discount
Security shall be the principal amount thereof that would be due and payable as
of the date of such determination upon acceleration of the Maturity thereof
pursuant to Section 6.02, (b) the principal amount of a Security denominated in
a foreign currency shall be the Dollar equivalent, as determined by the Company
by reference to the noon buying rate in The City of New York for cable transfers
for such currency, as such rate is certified for customs purposes by the Federal
Reserve Bank of New York (the "Exchange Rate") on the date of original issuance
of such Security, of the principal amount (or, in the case of an Original Issue
Discount Security, the Dollar equivalent, as determined by the Company by
reference to the Exchange Rate on the date of original issuance of such
Security, of the amount determined as provided in (a) above), of such Security
and (c) Securities owned by the Company, a Guarantor or any other obligor upon
the Securities or any Affiliate of the Company, of a Guarantor or of such other
obligor shall be disregarded, except that, for the purpose of determining
whether the Trustee shall be protected in relying upon any such direction,
amendment, supplement, waiver or consent, only Securities with respect to which
the Trustee has received written notice that they are so owned shall be so
disregarded.

        SECTION 2.12    Temporary Securities.

                  Until definitive Securities of any series are ready for
delivery, the Company may prepare, the Company and the Guarantors shall execute
and the Trustee shall authenticate temporary Securities. Temporary Securities
shall be substantially in the form of definitive Securities, but may have
variations that the Company considers appropriate for temporary Securities.
Without unreasonable delay, the Company shall prepare, the Company and the
Guarantors shall execute and the Trustee shall authenticate definitive
Securities in exchange for temporary Securities. After the preparation of
definitive Securities of such series, the temporary Securities of such series
shall be exchangeable for definitive Securities of such series upon surrender of
the temporary Securities of such series in accordance with Section 2.08 hereof
without charge to the Holder, and any temporary Securities so surrendered and
exchanges shall be cancelled in accordance with Section 2.13 hereof. Until so
exchanged, the temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities.

        SECTION 2.13    Cancellation.

                  The Company or any Guarantor at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities



                                      -17-
<PAGE>

surrendered to them for registration of transfer, exchange, payment or
redemption or for credit against any sinking fund payment. The Trustee shall
cancel all Securities surrendered for registration of transfer, exchange,
payment, redemption, replacement or cancellation or for credit against any
sinking fund. Unless the Company shall direct in writing that canceled
Securities be returned to it, all canceled Securities held by the Trustee shall
be disposed of in accordance with the usual disposal procedures of the Trustee,
and the Trustee shall maintain a record of their disposal. The Company may not
issue, and the Trustee shall not authenticate, new Securities to replace
Securities that have been paid or that have been delivered to the Trustee for
cancellation.

        SECTION 2.14    Payments; Defaulted Interest.

                  Unless otherwise provided as contemplated by Section 2.01,
interest (except defaulted interest) on any Security that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Persons who are registered Holders of that Security at the close of
business on the record date next preceding such Interest Payment Date, even if
such Securities are canceled after such record date and on or before such
Interest Payment Date. The Holder must surrender a Security to a Paying Agent to
collect principal payments. Unless otherwise provided with respect to the
Securities of any series, the Company will pay the principal of, premium (if
any) and interest on and any Additional Amounts with respect to the Securities
in Dollars. Such amounts shall be payable at the offices of the Trustee or any
Paying Agent, provided that at the option of the Company, the Company may pay
such amounts (1) by wire transfer with respect to Global Securities or (2) by
check payable in such money mailed to a Holder's registered address with respect
to any Securities.

                  If the Company defaults in a payment of interest on the
Securities of any series, the Company shall pay the defaulted interest in any
lawful manner plus, to the extent lawful, interest on the defaulted interest, in
each case at the rate provided in the Securities of such series and in Section
4.01. The Company may pay the defaulted interest to the Persons who are Holders
on a subsequent special record date. At least 15 days before any special record
date selected by the Company, the Company (or the Trustee, in the name of and at
the expense of the Company upon 20 days' prior written notice from the Company
setting forth such special record date and the interest amount to be paid) shall
mail to Holders a notice that states the special record date, the related
payment date and the amount of such interest to be paid.

        SECTION 2.15    Persons Deemed Owners.

                  The Company, the Guarantors, the Trustee, any Agent and any
authenticating agent may treat the Person in whose name any Security is
registered in the registry maintained by the Registrar as the owner of such
Security for the purpose of receiving payments of principal of, premium (if any)
or interest on, or any Additional Amounts with respect to such Security and for
all other purposes. None of the Company, any Guarantor, the Trustee, any Agent
or any authenticating agent shall be affected by any notice to the contrary.


                                      -18-
<PAGE>

        SECTION 2.16    Computation of Interest.

                  Except as otherwise specified as contemplated by Section 2.01
for Securities of any series, interest on the Securities of each series shall be
computed on the basis of a year comprising twelve 30-day months.

        SECTION 2.17    Global Securities; Book-Entry Provisions.

                  If Securities of any series are issuable in global form as a
Global Security, as contemplated by Section 2.01, then, notwithstanding clause
(10) of Section 2.01 and the provisions of Section 2.02, any such Global
Security shall represent such of the outstanding Securities of such series as
shall be specified therein and may provide that it shall represent the aggregate
amount of outstanding Securities from time to time endorsed thereon and that the
aggregate amount of outstanding Securities represented thereby may from time to
time be reduced or increased, as appropriate, to reflect exchanges, transfers or
redemptions. Any endorsement of a Global Security to reflect the amount, or any
increase or decrease in the amount, of outstanding Securities represented
thereby shall be made by the Trustee (i) in such manner and upon instructions
given by such Person or Persons as shall be specified in such Security or in a
Company Order to be delivered to the Trustee pursuant to Section 2.04 or (ii)
otherwise in accordance with written instructions or such other written form of
instructions as is customary for the Depositary for such Security, from such
Depositary or its nominee on behalf of any Person having a beneficial interest
in such Global Security. Subject to the provisions of Section 2.04 and, if
applicable, Section 2.12, the Trustee shall deliver and redeliver any Security
in permanent global form in the manner and upon instructions given by the Person
or Persons specified in such Security or in the applicable Company Order. With
respect to the Securities of any series that are represented by a Global
Security, the Company and the Guarantors authorize the execution and delivery by
the Trustee of a letter of representations or other similar agreement or
instrument in the form customarily provided for by the Depositary appointed with
respect to such Global Security. Any Global Security may be deposited with the
Depositary or its nominee, or may remain in the custody of the Trustee or the
Security Custodian therefor pursuant to a FAST Balance Certificate Agreement or
similar agreement between the Trustee and the Depositary. If a Company Order has
been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Security in global form
shall be in writing but need not comply with Section 11.05 and need not be
accompanied by an Opinion of Counsel.

                  Members of, or participants in, the Depositary ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Security held on their behalf by the Depositary, or the Trustee or the Security
Custodian as its custodian, or under such Global Security, and the Depositary
may be treated by the Company, any Guarantor, the Trustee or the Security
Custodian and any agent of the Company, any Guarantor, the Trustee or the
Security Custodian as the absolute owner of such Global Security for all
purposes whatsoever. Notwithstanding the foregoing, (i) the registered holder of
a Global Security of any series may grant proxies and otherwise authorize any
Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action that a Holder of Securities of such series is
entitled to take under this Indenture or the Securities of such series and (ii)
nothing herein shall prevent the Company, any Guarantor, the Trustee or the
Security Custodian, or any


                                      -19-
<PAGE>

agent of the Company, any Guarantor, the Trustee or the Security Custodian, from
giving effect to any written certification, proxy or other authorization
furnished by the Depositary or shall impair, as between the Depositary and its
Agent Members, the operation of customary practices governing the exercise of
the rights of a beneficial owner of any Security.

                  Notwithstanding Section 2.08, and except as otherwise provided
pursuant to Section 2.01, transfers of a Global Security shall be limited to
transfers of such Global Security in whole, but not in part, to the Depositary,
its successors or their respective nominees. Interests of beneficial owners in a
Global Security may be transferred in accordance with the rules and procedures
of the Depositary. Securities shall be transferred to all beneficial owners in
exchange for their beneficial interests in a Global Security if, and only if,
either (1) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for the Global Security and a successor Depositary is not
appointed by the Company within 90 days of such notice, (2) an Event of Default
has occurred with respect to such series and is continuing and the Registrar has
received a request from the Depositary to issue Securities in lieu of all or a
portion of the Global Security (in which case the Company shall deliver
Securities within 30 days of such request) or (3) the Company determines not to
have the Securities represented by a Global Security.

                  In connection with any transfer of a portion of the beneficial
interests in a Global Security to beneficial owners pursuant to this Section
2.17, the Registrar shall reflect on its books and records the date and a
decrease in the principal amount of the Global Security in an amount equal to
the principal amount of the beneficial interests in the Global Security to be
transferred, and the Company and the Guarantors shall execute, and the Trustee
upon receipt of a Company Order for the authentication and delivery of
Securities shall authenticate and deliver, one or more Securities of the same
series of like tenor and amount.

                  In connection with the transfer of all the beneficial
interests in a Global Security to beneficial owners pursuant to this Section
2.17, the Global Security shall be deemed to be surrendered to the Trustee for
cancellation, and the Company and the Guarantors shall execute, and the Trustee
shall authenticate and deliver, to each beneficial owner identified by the
Depositary in exchange for its beneficial interests in the Global Security, an
equal aggregate principal amount of Securities of authorized denominations.

                  None of the Company, any Guarantor or the Trustee will have
any responsibility or liability for any aspect of the records relating to, or
payments made on account of, Securities of any series by the Depositary, or for
maintaining, supervising or reviewing any records of the Depositary relating to
such Securities. None of the Company, any Guarantor or the Trustee shall be
liable for any delay by the related Global Security Holder or the Depositary in
identifying the beneficial owners, and each such Person may conclusively rely
on, and shall be protected in relying on, instructions from such Global Security
Holder or the Depositary for all purposes (including with respect to the
registration and delivery, and the respective principal amounts, of the
Securities to be issued).

                  The provisions of the last sentence of the third paragraph of
Section 2.04 shall apply to any Global Security if such Global Security was
never issued and sold by the Company and the Company or a Guarantor delivers to
the Trustee the Global Security together with written


                                      -20-
<PAGE>

instructions (which need not comply with Section 11.05 and need not be
accompanied by an Opinion of Counsel) with regard to the cancellation or
reduction in the principal amount of Securities represented thereby, together
with the written statement contemplated by the last sentence of the third
paragraph of Section 2.04.

                  Notwithstanding the provisions of Sections 2.03 and 2.14,
unless otherwise specified as contemplated by Section 2.01, payment of principal
of, premium (if any) and interest on and any Additional Amounts with respect to
any Global Security shall be made to the Person or Persons specified therein.

                                  ARTICLE III

                                   REDEMPTION

        SECTION 3.01    Applicability of Article.

                  Securities of any series that are redeemable before their
Stated Maturity shall be redeemable in accordance with their terms and (except
as otherwise specified as contemplated by Section 2.01 for Securities of any
series) in accordance with this Article III.

        SECTION 3.02    Notice to the Trustee.

                  If the Company elects to redeem Securities of any series
pursuant to this Indenture, it shall notify the Trustee of the Redemption Date
and the principal amount of Securities of such series to be redeemed. The
Company shall so notify the Trustee at least 45 days before the Redemption Date
(unless a shorter notice shall be satisfactory to the Trustee) by delivering to
the Trustee an Officers' Certificate stating that such redemption will comply
with the provisions of this Indenture and of the Securities of such series. Any
such notice may be canceled at any time prior to the mailing of such notice of
such redemption to any Holder and shall thereupon be void and of no effect.

        SECTION 3.03    Selection of Securities To Be Redeemed.

                  If less than all the Securities of any series are to be
redeemed (unless all of the Securities of such series of a specified tenor are
to be redeemed), the particular Securities to be redeemed shall be selected not
more than 60 days prior to the Redemption Date by the Trustee, from the
outstanding Securities of such series (and tenor) not previously called for
redemption, either pro rata, by lot or by such other method as the Trustee shall
deem fair and appropriate. Such redemption may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for Securities of that series or of the principal amount
of Global Securities of such series.

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


                                      -21-
<PAGE>


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

        SECTION 3.04    Notice of Redemption.

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

                  All notices of redemption shall identify the Securities to be
redeemed and shall state:

                  (1) the Redemption Date;

                  (2) the Redemption Price;

                  (3) that, unless the Company and the Guarantors default in
         making the redemption payment, interest on Securities called for
         redemption ceases to accrue on and after the Redemption Date, and the
         only remaining right of the Holders of such Securities is to receive
         payment of the Redemption Price plus accrued interest on and any
         Additional Amounts with respect to such Securities upon surrender to
         the Paying Agent of the Securities redeemed;

                  (4) if any Security is to be redeemed in part, the portion of
         the principal amount thereof to be redeemed and that on and after the
         Redemption Date, upon surrender for cancellation of such Security to
         the Paying Agent, a new Security or Securities in the aggregate
         principal amount equal to the unredeemed portion thereof will be issued
         without charge to the Holder;

                  (5) that Securities called for redemption must be surrendered
         to the Paying Agent to collect the Redemption Price plus accrued
         interest on and any Additional Amounts with respect to such Securities
         and the name and address of the Paying Agent;

                  (6) that the redemption is for a sinking or analogous fund, if
         such is the case; and

                  (7) the CUSIP number, if any, relating to such Securities.

                  Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
written request, by the Trustee in the name and at the expense of the Company.

                  If at the time notice of redemption shall be given the Company
shall not have deposited with a Paying Agent and/or irrevocably directed the
Trustee or a Paying Agent to apply, from money held by it available to be used
for the redemption of Securities that are to be


                                      -22-
<PAGE>

redeemed, an amount in cash sufficient to redeem all of the Securities called
for redemption, including accrued interest to the Redemption Date, such notice
shall state that it is subject to the receipt of the redemption monies by the
Trustee or a Paying Agent on or before the Redemption Date and such notice shall
be of no effect unless such monies are so received before such date.

        SECTION 3.05    Effect of Notice of Redemption.

                  Once notice of redemption is mailed, Securities called for
redemption become due and payable on the Redemption Date and at the Redemption
Price. Upon surrender to the Paying Agent, such Securities called for redemption
shall be paid at the Redemption Price plus accrued interest on and any
Additional Amounts with respect to such Securities, but interest installments
whose maturity is on or prior to such Redemption Date will be payable on the
relevant Interest Payment Dates to the Holders of record at the close of
business on the relevant record dates specified pursuant to Section 2.01.

        SECTION 3.06    Deposit of Redemption Price.

                  On or prior to 10:00 a.m., New York City time, on any
Redemption Date, the Company or the Guarantors shall deposit with the Trustee or
the Paying Agent (or, if the Company or a Guarantor is acting as the Paying
Agent, segregate and hold in trust as provided in Section 2.06) an amount of
money in same day funds sufficient to pay the Redemption Price of, and (except
if the Redemption Date shall be an Interest Payment Date) accrued interest on
and any Additional Amounts with respect to, the Securities or portions thereof
which are to be redeemed on that date, other than Securities or portions thereof
called for redemption on that date which have been delivered by the Company or a
Guarantor to the Trustee for cancellation.

                  If the Company or a Guarantor complies with the preceding
paragraph, then, unless the Company and the Guarantors default in the payment of
such Redemption Price, plus accrued interest on and any Additional Amounts with
respect to such Securities, interest on the Securities to be redeemed will cease
to accrue on and after the applicable Redemption Date, whether or not such
Securities are presented for payment, and the Holders of such Securities shall
have no further rights with respect to such Securities except for the right to
receive the Redemption Price, plus accrued interest on and any Additional
Amounts with respect to such Securities, upon surrender of such Securities. If
any Security called for redemption shall not be so paid upon surrender thereof
for redemption, the principal of, premium, if any, any Additional Amounts, and,
to the extent lawful, accrued interest thereon, shall, until paid, bear interest
from the Redemption Date at the rate specified pursuant to Section 2.01 or
provided in the Securities or, in the case of Original Issue Discount
Securities, such Securities' yield to maturity.

        SECTION 3.07   Securities Redeemed or Purchased in Part.

                  Upon surrender to the Paying Agent of a Security to be
redeemed in part, the Company and the Guarantors shall execute and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge a new Security or Securities, of the same series and of any authorized
denomination as requested by such Holder in aggregate principal amount equal to,
and in exchange for, the unredeemed portion of the principal of the Security so
surrendered that is not redeemed.


                                      -23-
<PAGE>

        SECTION 3.08    Purchase of Securities.

                  Unless otherwise specified as contemplated by Section 2.01,
the Company, any Guarantor and any Affiliate of the Company or any Guarantor
may, subject to applicable law, at any time purchase or otherwise acquire
Securities in the open market or by private agreement. Any such acquisition
shall not operate as or be deemed for any purpose to be a redemption of the
indebtedness represented by such Securities. Any Securities purchased or
acquired by the Company or a Guarantor will be delivered to the Trustee for
cancellation and, upon such delivery, the indebtedness represented thereby shall
be deemed to be satisfied. Section 2.13 shall apply to all Securities so
delivered. Prior to such cancellation any such Securities purchased by the
Company or a Guarantor will be disregarded and deemed not to be outstanding
under Section 2.10 for purposes of Holder consents pursuant to Section 9.01 or
otherwise.

        SECTION 3.09    Mandatory and Optional Sinking Funds.

                  The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an
"optional sinking fund payment." Unless otherwise provided by the terms of
Securities of any series, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 3.10. Each sinking fund payment
shall be applied to the redemption of Securities of any series as provided for
by the terms of Securities of such series and by this Article III.

        SECTION 3.10    Satisfaction of Sinking Fund Payments with Securities.

                  The Company or a Guarantor may deliver outstanding Securities
of a series (other than any previously called for redemption) and may apply as a
credit Securities of a series that have been redeemed either at the election of
the Company pursuant to the terms of such Securities or through the application
of permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such series of Securities; provided that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

        SECTION 3.11    Redemption of Securities for Sinking Fund.

                  Not less than 45 days prior (unless a shorter period shall be
satisfactory to the Trustee) to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate of
the Company specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
that is to be satisfied by payment of cash and the portion thereof, if any, that
is to be satisfied by delivery of or by crediting Securities of that series
pursuant to Section 3.10 and will also deliver or cause to be delivered to the
Trustee any Securities to be so delivered. Failure of the Company to deliver or
cause to be delivered timely such Officers' Certificate and


                                      -24-
<PAGE>

Securities specified in this paragraph, if any, shall not constitute a default
but shall constitute the election of the Company (i) that the mandatory sinking
fund payment for such series due on the next succeeding sinking fund payment
date shall be paid entirely in cash without the option to deliver or credit
Securities of such series in respect thereof and (ii) that the Company will make
no optional sinking fund payment with respect to such series as provided in this
Section.

                  Not less than 30 days before each such sinking fund payment
date, the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 3.03 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 3.04. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 3.05, 3.06 and 3.07.

                  If the sinking fund payment or payments (mandatory or optional
or both) to be made in cash on the next succeeding sinking fund payment date
plus any unused balance of any preceding sinking fund payments made in cash
shall exceed $100,000 (or the Dollar equivalent thereof based on the applicable
Exchange Rate on the date of original issue of the applicable Securities) or a
lesser sum if the Company shall so request with respect to the Securities of any
particular series, such cash shall be applied on the next succeeding sinking
fund payment date to the redemption of Securities of such series at the sinking
fund redemption price together with accrued interest to the date fixed for
redemption. If such amount shall be $100,000 (or the Dollar equivalent thereof
as aforesaid) or less and the Company makes no such request, then it shall be
carried over until a sum in excess of $100,000 (or the Dollar equivalent thereof
as aforesaid) is available.

                                   ARTICLE IV

                                    COVENANTS

        SECTION 4.01    Payment of Securities.

                  The Company shall pay the principal of, premium (if any) and
interest on and any Additional Amounts with respect to the Securities of each
series on the dates and in the manner provided in the Securities of such series
and in this Indenture. Principal, premium, interest and any Additional Amounts
shall be considered paid on the date due if the Paying Agent (other than the
Company, a Guarantor or a Subsidiary of the Company) holds on that date money
deposited by the Company or a Guarantor designated for and sufficient to pay all
principal, premium, interest and any Additional Amounts then due.

                  The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal and
premium (if any), at a rate equal to the then applicable interest rate on the
Securities to the extent lawful; and it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and any Additional Amount (without regard to any
applicable grace period) at the same rate to the extent lawful.


                                      -25-
<PAGE>

        SECTION 4.02    Maintenance of Office or Agency.

                  The Company will maintain in each Place of Payment for any
series of Securities an office or agency (which may be an office of the Trustee,
the Registrar or the Paying Agent) where Securities of that series may be
presented for registration of transfer or exchange, where Securities of that
series may be presented for payment and where notices and demands to or upon the
Company or a Guarantor in respect of the Securities of that series and this
Indenture may be served. Unless otherwise designated in a supplemental indenture
establishing the terms of any series of Securities pursuant to Section 2.01
hereof or by the Company by written notice to the Trustee and the Guarantors,
such office or agency shall be the office of the Trustee in The City of New
York, which, on the date hereof, is located at 767 Third Avenue, 31st Floor, New
York, NY 10017, Attention: Corporate Trust Manager, or such other office or
agency of the Trustee as the Trustee may designate from time to time. The
Company will give prompt written notice to the Trustee and the Guarantors of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee and the Guarantors with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee. The Company and each Guarantor hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

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

        SECTION 4.03    SEC Reports; Financial Statement.

                  (a) In addition to any reporting obligations established in
one or more indentures supplemental hereto with respect to any series of
Securities, the Company shall comply with the provisions of TIA Section 314(a).

                  (b) Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
reports shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

        SECTION 4.04    Compliance Certificate.

                  (a) The Company and each Guarantor (to the extent that such
Guarantor is so required under the TIA) shall deliver to the Trustee, within 180
days after the end of each fiscal year of the Company, an Officers' Certificate,
complying with TIA Section 314(a)(4) and stating that in the course of
performance by the signing Officers of the Company of their duties as such
Officers of the Company they would normally obtain knowledge of the keeping,
observing,


                                      -26-
<PAGE>

performing and fulfilling by the Company of its obligations under this
Indenture, and further stating, as to each such Officer signing such statement,
that to his knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions hereof
(or, if a Default or Event of Default shall have occurred, describing all such
Defaults or Events of Default of which such Officer may have knowledge and what
action the Company is taking or proposes to take with respect thereto).

                  (b) The Company shall, so long as Securities of any series are
outstanding, deliver to the Trustee, promptly upon any Officer of the Company
becoming aware of any Default or Event of Default under this Indenture, an
Officers' Certificate specifying such Default or Event of Default and what
action the Company is taking or proposes to take with respect thereto.

                  (c) The Company shall promptly notify the Trustee of: (i)
receipt of any notice by a member of the Group from any creditor now claiming,
asserting or alleging that an event of default or termination event (howsoever
described) has occurred, or (ii) a member of the Group becoming aware that a
creditor has commenced any legal proceedings or taken any other formal action in
relation to an event of default or termination event (howsoever described), in
each case relating to any Financial Indebtedness of the Group which exceeds
$20,000,000 (or its equivalent in any other currency or currencies) in aggregate
principal amount.

                  (d) Promptly upon a reasonable request by the Trustee, the
Company shall supply to the Trustee an Officer Certificate certifying that no
Default is continuing (or if a Default is continuing, specifying the Default and
the steps, if any, being taken to remedy it).

        SECTION 4.05    Corporate Existence.

                  Subject to Article V hereof, the Company and each Guarantor
shall do or cause to be done all things necessary to preserve and keep in full
force and effect their respective existence.

        SECTION 4.06    Maintenance of Properties.

                  The Company shall cause all material properties owned by or
leased to the Company or any Material Subsidiary of the Company or used or held
for use in the conduct of its business or the business of any such Material
Subsidiary to be maintained and kept in good condition, repair and working order
(reasonable wear and tear excepted) and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in
the sole judgment of the Company may be necessary so that the business carried
on in connection therewith may be properly conducted at all times; provided that
nothing in this Section 4.06 shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in
the sole judgment of the Company, desirable and, individually or in the
aggregate, not disadvantageous in any material respect to the Holders.


                                      -27-
<PAGE>

        SECTION 4.07    Payment of Taxes and Other Claims.

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

        SECTION 4.08    Waiver of Stay, Extension or Usury Laws.

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

        SECTION 4.09   Additional Amounts.

                  If the Securities of a series expressly provide for the
payment of Additional Amounts, the Company will pay to the Holder of any
Security of such series Additional Amounts as expressly provided therein.
Whenever in this Indenture there is mentioned, in any context, the payment of
the principal of or any premium or interest on, or in respect of, any Security
of any series or the net proceeds received from the sale or exchange of any
Security of any series, such mention shall be deemed to include mention of the
payment of Additional Amounts provided for in this Section 4.09 to the extent
that, in such context, Additional Amounts are, were or would be payable in
respect thereof pursuant to the provisions of this Section 4.09 and express
mention of the payment of Additional Amounts (if applicable) in any provisions
hereof shall not be construed as excluding Additional Amounts in those
provisions hereof where such express mention is not made.

         SECTION 4.10      Additional Guarantors.

                (a) The Company shall ensure that any Material Subsidiary
(other than a Designated Material Subsidiary) which is not at any time a
Guarantor, shall, unless prohibited by law or the terms of a contract with a
person who is not a member of the Group, become an Additional Guarantor within
45 days of the date of receipt by the Company of the audited financial
statements by reference to which the relevant PGS Subsidiary is demonstrated to
be a


                                      -28-
<PAGE>

Material Subsidiary or, if earlier, the date on which the Company otherwise
becomes aware that the relevant PGS Subsidiary has become a Material Subsidiary.

                (b) Subject to paragraph (c) below, if at any time the
aggregate gross assets of the Company and the Guarantors do not constitute at
least 50% of the total gross assets of the Group (calculated by reference to the
then latest audited consolidated financial statements of the Group and the then
latest audited financial statements of the Company and the Guarantors) (the
"Minimum Guarantor Threshold") then the Company shall ensure that sufficient
other PGS Subsidiaries become Additional Guarantors to ensure that the aggregate
gross assets of the Company and the Guarantors do constitute at least 50% of the
total gross assets of the Group.

                  (c) The Company shall not be obliged to procure that a PGS
Subsidiary becomes an Additional Guarantor under paragraph (b) above if such PGS
Subsidiary is prohibited by law or by the terms of a contract with a person who
is not a member of the Group from becoming an Additional Guarantor. If all of
the PGS Subsidiaries which are not so prohibited have become Guarantors and the
aggregate gross assets of the Company and the Guarantors do not constitute at
least the Minimum Guarantor Threshold (as defined in paragraph (b) above) then
no Event of Default will occur.

                  (d) The Company shall ensure that no PGS Subsidiary enters
into a contract with a person which would prohibit that PGS Subsidiary from
becoming an Additional Guarantor other than any such contract entered into in
good faith in the ordinary course of that PGS Subsidiary's business.

          SECTION 4.11     Material Subsidiaries.

                  (a) Subject to paragraph (b) below, if at any time the
aggregate gross assets of the Company and its Material Subsidiaries do not
constitute at least 75% of the total gross assets of the Group (calculated by
reference to the then latest audited consolidated financial statements of the
Group and the then latest audited financial statements of the Material
Subsidiaries) then the Company shall designate (by notice in writing to the
Trustee) any other PGS Subsidiary as a Material Subsidiary to ensure that the
aggregate gross assets of the Company and its Material Subsidiaries do
constitute at least 75% of the total gross assets of the Group and after such
designation such PGS Subsidiary will be treated as a "Designated Material
Subsidiary" in all respects for purposes of this Indenture until such time as
any such designation is revoked by notice to the Trustee.

                  (b) The Company shall not have to comply with paragraph (a)
above if, at the relevant time the aggregate total revenues of the Company and
its Material Subsidiaries constitute at least 75% of the total revenues of the
Group (calculated by reference to the then latest audited consolidated financial
statements of the Group and the then latest audited financial statements of the
Material Subsidiaries).


                                      -29-
<PAGE>

                                   ARTICLE V

                                   SUCCESSORS

        SECTION 5.01    Limitations on Mergers and Consolidations.

                  Neither the Company nor any Guarantor shall, in any
transaction or series of transactions, consolidate with or merge into any
Person, or sell, lease, convey, transfer or otherwise dispose of all or
substantially all of its assets to any Person (other than a consolidation or
merger of the Company and a Guarantor or of two or more of the Guarantors or a
sale, lease, conveyance, transfer or other disposition of all or substantially
all of the assets of the Company to a Guarantor or of a Guarantor to the Company
or to one or more other Guarantors), unless:

                  (1) either (a) the Company or such Guarantor, as the case may
         be, shall be the continuing Person or (b) the Person (if other than the
         Company or such Guarantor) formed by such consolidation or into which
         the Company or such Guarantor is merged, or to which such sale, lease,
         conveyance, transfer or other disposition shall be made (collectively,
         the "Successor"), is organized and existing under the laws of the
         United States, any political subdivision thereof or any State thereof
         or the District of Columbia, the Kingdom of Norway, or any member state
         of the European Union and expressly assumes by supplemental indenture,
         in the case of the Company, the Company's obligations with respect to
         the due and punctual payment of the principal of, premium (if any) and
         interest on, and any Additional Amounts with respect to, all the
         Securities and the performance of the Company's covenants and
         obligations under this Indenture and the Securities, or, in the case of
         such Guarantor, the performance of the Guarantee and such Guarantor's
         covenants and obligations under this Indenture and the Securities;

                  (2) immediately after giving effect to such transaction or
         series of transactions, no Default or Event of Default shall have
         occurred and be continuing; and

                  (3) the Company or such Guarantor, as the case may be,
         delivers to the Trustee an Officers' Certificate and an Opinion of
         Counsel, each stating that the transaction and such supplemental
         indenture comply with this Indenture.

        SECTION 5.02    Successor Person Substituted.

                  Upon any consolidation or merger of the Company or a
Guarantor, as the case may be, or any sale, lease, conveyance, transfer or other
disposition of all or substantially all of the assets of the Company or such
Guarantor in accordance with Section 5.01, the Successor formed by such
consolidation or into or with which the Company or such Guarantor is merged or
to which such sale, lease, conveyance, transfer or other disposition is made
shall succeed to, and be substituted for, and may exercise every right and power
of the Company or such Guarantor, as the case may be, under this Indenture and
the Securities with the same effect as if such Successor had been named as the
Company or such Guarantor, as the case may be, herein and the predecessor
Company or Guarantor, in the case of a sale, conveyance, transfer or other
disposition, shall be released from all obligations under this Indenture, the
Securities and, in the case of a Guarantor, the Guarantee.


                                      -30-
<PAGE>

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

        SECTION 6.01    Events of Default.

                  Unless either inapplicable to a particular series or
specifically deleted or modified in or pursuant to the supplemental indenture or
Board Resolution establishing such series of Securities or in the form of
Security for such series, an "Event of Default," wherever used herein with
respect to Securities of any series, occurs if:

                  (1) there is a default in the payment of interest on or any
         Additional Amounts with respect to any Security of that series when the
         same becomes due and payable and such default continues for a period of
         30 days;

                  (2) there is a default in the payment of (A) the principal of
         any Security of that series at its Maturity or (B) premium (if any) on
         any Security of that series when the same becomes due and payable;

                  (3) there is a default in the deposit of any sinking fund
         payment, when and as due by the terms of a Security of that series, and
         such default continues for a period of 30 days;

                  (4) the Company or any Guarantor fails to comply with any of
         its other covenants or agreements in, or provisions of, the Securities
         of such series or this Indenture (other than an agreement, covenant or
         provision that has expressly been included in this Indenture solely for
         the benefit of one or more series of Securities other than that series)
         which shall not have been remedied within the specified period after
         written notice, as specified in the last paragraph of this Section
         6.01;

                  (5) the Company or any Guarantor pursuant to or within the
         meaning of any Bankruptcy Law:

                           (A) commences a voluntary case,

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

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

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

                  (6) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that remains unstayed and in effect for
         90 days and that:

                           (A) is for relief against the Company or any
                  Guarantor as debtor in an involuntary case,


                                      -31-
<PAGE>

                           (B) appoints a Bankruptcy Custodian of the Company or
                  any Guarantor or a Bankruptcy Custodian for all or
                  substantially all of the property of the Company or any
                  Guarantor, or

                           (C) orders the liquidation of the Company or any
                  Guarantor; or

                  (7) any other Event of Default provided with respect to
         Securities of that series occurs.

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

                  The Trustee shall not be deemed to know or have notice of a
Default unless a Trust Officer at the Corporate Trust Office of the Trustee
receives written notice at the Corporate Trust Office of the Trustee of such
Default with specific reference to such Default.

                  When a Default is cured, it ceases.

                  Notwithstanding the foregoing provisions of this Section 6.01,
if the principal of, premium (if any) or interest on or Additional Amounts with
respect to any Security is payable in a currency or currencies (including a
composite currency) other than Dollars and such currency or currencies are not
available to the Company or a Guarantor for making payment thereof due to the
imposition of exchange controls or other circumstances beyond the control of the
Company or such Guarantor (a "Conversion Event"), each of the Company and the
Guarantors will be entitled to satisfy its obligations to Holders of the
Securities by making such payment in Dollars in an amount equal to the Dollar
equivalent of the amount payable in such other currency, as determined by the
Company or the Guarantor making such payment, as the case may be, by reference
to the Exchange Rate on the date of such payment, or, if such rate is not then
available, on the basis of the most recently available Exchange Rate.
Notwithstanding the foregoing provisions of this Section 6.01, any payment made
under such circumstances in Dollars where the required payment is in a currency
other than Dollars will not constitute an Event of Default under this Indenture.

                  Promptly after the occurrence of a Conversion Event, the
Company or a Guarantor shall give written notice thereof to the Trustee; and the
Trustee, promptly after receipt of such notice, shall give notice thereof in the
manner provided in Section 11.02 to the Holders. Promptly after the making of
any payment in Dollars as a result of a Conversion Event, the Company or the
Guarantor making such payment, as the case may be, shall give notice in the
manner provided in Section 11.02 to the Holders, setting forth the applicable
Exchange Rate and describing the calculation of such payments.

                  A Default under clause (4) or (7) of this Section 6.01 is not
an Event of Default until the Trustee notifies the Company and the Guarantors,
or the Holders of at least 25% in principal amount of the then outstanding
Securities of the series affected by such Default (or, in the case of a Default
under clause (4) of this Section 6.01, if outstanding Securities of other series
are affected by such Default, then at least 25% in principal amount of the then
outstanding Securities so affected) notify the Company, the Guarantors and the
Trustee, of the Default, and the Company or the applicable Guarantor, as the
case may be, fails to cure the Default within 90


                                      -32-
<PAGE>

days after receipt of the notice. The notice must specify the Default, demand
that it be remedied and state that the notice is a "Notice of Default."

        SECTION 6.02    Acceleration.

                  If an Event of Default with respect to any Securities of any
series at the time outstanding (other than an Event of Default specified in
clause (5) or (6) of Section 6.01 hereof) occurs and is continuing, the Trustee
by notice to the Company and the Guarantors, or the Holders of at least 25% in
principal amount of the then outstanding Securities of the series affected by
such Event of Default (or, in the case of a Default described in clause (4) of
Section 6.01, if outstanding Securities of other series are affected by such
Event of Default, then at least 25% in principal amount of the then outstanding
Securities so affected) by notice to the Company, the Guarantors and the
Trustee, may declare the principal of (or, if any such Securities are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of that series) and all accrued and unpaid interest on
all then outstanding Securities of each series affected thereby to be due and
payable. Upon any such declaration, the amounts due and payable on such
Securities shall be due and payable immediately. If an Event of Default
specified in clause (5) or (6) of Section 6.01 hereof occurs, such amounts for
all Securities of any series outstanding shall ipso facto become and be
immediately due and payable without any declaration, notice or other act on the
part of the Trustee or any Holder. The Holders of a majority in principal amount
of the then outstanding Securities of each series affected by such Event of
Default by written notice to the Trustee may rescind an acceleration and its
consequences (other than nonpayment of principal of or premium or interest on or
Additional Amounts with respect to the Securities) if (i) the rescission would
not conflict with any judgment or decree, (ii) all existing Events of Default
with respect to Securities of each affected series have been cured or waived,
except nonpayment of principal, premium, interest or any Additional Amounts that
has become due solely because of the acceleration and (iii) all sums paid or
advanced by the Trustee hereunder and reasonable compensation, expenses,
disbursements and advances of the Trustee, its agent and counsel and any other
amounts due to the Trustee under Section 7.07 hereof have been paid in full.

        SECTION 6.03    Other Remedies.

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

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

        SECTION 6.04    Waiver of Existing or Past Defaults.

                  Subject to Sections 6.02, 6.07 and 9.02, the Holders of a
majority in principal amount of the then outstanding Securities of each series
by notice to the Trustee may waive an


                                      -33-
<PAGE>

existing or past Default or Event of Default with respect to such series, and
its consequences (including waivers obtained in connection with a tender offer
or exchange offer for Securities of such series or a solicitation of consents in
respect of Securities of such series, provided that in each case such offer or
solicitation is made to all Holders of then outstanding Securities of such
series (but the terms of such offer or solicitation may vary from series to
series)), except (1) a continuing Default or Event of Default in the payment of
the principal of, or premium, if any, or interest on or any Additional Amounts
with respect to any Security of any series or (2) a continued Default in respect
of a provision that under Section 9.02 cannot be amended or supplemented without
the consent of each Holder affected. Upon any such waiver, such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been cured for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or impair any right consequent
thereon.

        SECTION 6.05    Control by Majority.

                  With respect to Securities of any series, the Holders of a
majority in principal amount of the then outstanding Securities of such series
may direct in writing the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on it relating to or arising under an Event of Default with respect to
Securities of such series. However, the Trustee may refuse to follow any
direction that conflicts with applicable law or this Indenture, that the Trustee
determines may be unduly prejudicial to the rights of other Holders, or that may
involve the Trustee in personal liability; provided, however, that the Trustee
may take any other action deemed proper by the Trustee that is not inconsistent
with such direction. Prior to taking any action hereunder, the Trustee shall be
entitled to indemnification satisfactory to it in its sole discretion from
Holders directing the Trustee against all losses and expenses caused by taking
or not taking such action.

        SECTION 6.06    Limitations on Suits.

                  Subject to Section 6.07 hereof, a Holder of a Security of any
series may pursue a remedy with respect to this Indenture or the Securities of
such series only if:

                  (1) the Holder gives to the Trustee written notice of a
         continuing Event of Default with respect to such series;

                  (2) the Holders of at least 25% in principal amount of the
         then outstanding Securities of such series make a written request to
         the Trustee to pursue the remedy;

                  (3) such Holder or Holders offer to the Trustee indemnity
         reasonably satisfactory to the Trustee against any loss, liability or
         expense;

                  (4) the Trustee does not comply with the request within 60
         days after receipt of the request and the offer of indemnity; and

                  (5) during such 60-day period the Holders of a majority in
         principal amount of the Securities of that series do not give the
         Trustee a direction inconsistent with the request.


                                      -34-
<PAGE>

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

        SECTION 6.07    Rights of Holders to Receive Payment.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Security to receive payment of principal of and
premium, if any, and interest on and any Additional Amounts with respect to the
Security, on or after the respective due dates expressed in the Security, or to
bring suit for the enforcement of any such payment on or after such respective
dates, is absolute and unconditional and shall not be impaired or affected
without the consent of the Holder.

        SECTION 6.08    Collection Suit by Trustee.

                  If an Event of Default specified in clause (1), (2) or (3) of
Section 6.01 hereof occurs and is continuing, the Trustee is authorized to
recover judgment in its own name and as trustee of an express trust against the
Company or a Guarantor for the amount of principal, premium (if any), interest
and any Additional Amounts remaining unpaid on the Securities of the series
affected by the Event of Default, and interest on overdue principal and premium,
if any, and, to the extent lawful, interest on overdue interest, and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07.

        SECTION 6.09    Trustee May File Proofs of Claim.

                  The Trustee is authorized to file such proofs of claim and
other papers or documents and to take such actions, including participating as a
member, voting or otherwise, of any committee of creditors, as may be necessary
or advisable to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel) and the Holders allowed in any judicial proceedings
relative to the Company or a Guarantor or their respective creditors or
properties and shall be entitled and empowered to collect, receive and
distribute any money or other property payable or deliverable on any such claims
and any Bankruptcy Custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07. To the
extent that the payment of any such compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 out of the estate in any such proceeding, shall be
denied for any reason, payment of the same shall be secured by a lien on, and
shall be paid out of, any and all distributions, dividends, money, securities
and other properties which the Holders of the Securities may be entitled to
receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any Holder


                                      -35-
<PAGE>

thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

        SECTION 6.10    Priorities.

                  If the Trustee collects any money pursuant to this Article VI,
it shall pay out the money in the following order.

                  First:  to the Trustee for amounts due under Section 7.07;

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

                  Third:  to the Company.

                  The Trustee, upon prior written notice to the Company, may fix
record dates and payment dates for any payment to Holders pursuant to this
Article VI.

                  To the fullest extent allowed under applicable law, if for the
purpose of obtaining a judgment against the Company or a Guarantor in any court
it is necessary to convert the sum due in respect of the principal of, premium
(if any) or interest on or Additional Amounts with respect to the Securities of
any series (the "Required Currency") into a currency in which a judgment will be
rendered (the "Judgment Currency"), the rate of exchange used shall be the rate
at which in accordance with normal banking procedures the Trustee could purchase
in The City of New York the Required Currency with the Judgment Currency on the
Business Day in The City of New York next preceding that on which final judgment
is given. None of the Company, any Guarantor or the Trustee shall be liable for
any shortfall nor shall it benefit from any windfall in payments to Holders of
Securities under this Section 6.10 caused by a change in exchange rates between
the time the amount of a judgment against it is calculated as above and the time
the Trustee converts the Judgment Currency into the Required Currency to make
payments under this Section 6.10 to Holders of Securities, but payment of such
judgment shall discharge all amounts owed by the Company and the Guarantors on
the claim or claims underlying such judgment.

        SECTION 6.11    Undertaking for Costs.

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


                                      -36-
<PAGE>

                                  ARTICLE VII

                                     TRUSTEE

        SECTION 7.01    Duties of Trustee.

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

                  (b) Except during the continuance of an Event of Default with
respect to the Securities of any series:

                  (1) the Trustee need perform only those duties that are
         specifically set forth in this Indenture and no others, and no implied
         covenants or obligations shall be read into this Indenture against the
         Trustee; and

                  (2) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, the Trustee shall examine such certificates
         and opinions to determine whether, on their face, they appear to
         conform to the requirements of this Indenture.

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

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

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

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

                  (d) Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
the provisions of this Section 7.01.

                  (e) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or incur any liability. The Trustee may refuse
to perform any duty or exercise any right or power unless it receives indemnity
reasonably satisfactory to it against any loss, liability or expense.

                  (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company and
the Guarantors. Money held


                                      -37-
<PAGE>

in trust by the Trustee need not be segregated from other funds except to the
extent required by law. All money received by the Trustee shall, until applied
as herein provided, be held in trust for the payment of the principal of,
premium (if any) and interest on and Additional Amounts with respect to the
Securities.

                  (g) The Trustee shall not be charged with knowledge of any
Default or Event of Default with respect to the Securities, unless either (i) a
Trust Officer shall have actual knowledge of such Default or Event of Default or
(ii) written notice of such Default or Event of Default shall have been given to
the Trustee by the Company or by any Holder of the Securities.

        SECTION 7.02    Rights of Trustee.

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

                  (b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel or both to be
provided. The Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on such Officers' Certificate or Opinion of
Counsel. The Trustee may consult with counsel and the written advice of such
counsel or any opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon.

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

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

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

        SECTION 7.03    May Hold Securities.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the Company, any
Guarantor or any of their respective Affiliates with the same rights it would
have if it were not Trustee. Any Trustee may do the same with like rights and
duties. However, the Trustee is subject to Sections 7.10 and 7.11.

        SECTION 7.04    Trustee's Disclaimer.

                  The Trustee makes no representation as to the validity or
adequacy of this Indenture, the Securities or the Guarantee; it shall not be
accountable for the Company's use of the proceeds from the Securities or any
money paid to the Company or any Guarantor or upon


                                      -38-
<PAGE>

the Company's or such Guarantor's direction under any provision hereof; it shall
not be responsible for the use or application of any money received by any
Paying Agent other than the Trustee; and it shall not be responsible for any
statement or recital herein or any statement in the Securities other than its
certificate of authentication.

        SECTION 7.05    Notice of Defaults.

                  If a Default or Event of Default with respect to the
Securities of any series occurs and is continuing and it is known to the
Trustee, the Trustee shall mail to Holders of Securities of such series a notice
of the Default or Event of Default within 90 days after it occurs. Except in the
case of a Default or Event of Default in payment of principal of, premium (if
any) and interest on and Additional Amounts or any sinking fund installment with
respect to the Securities of such series, the Trustee may withhold the notice if
and so long as a committee of its Trust Officers in good faith determines that
withholding the notice is in the interests of Holders of Securities of such
series.

        SECTION 7.06    Reports by Trustee to Holders.

                  Within 60 days after each May 15, beginning with May 15, 2004,
and in any event prior to July 15 in each year, the Trustee shall mail to
Holders of a series, the Company and the Guarantors a brief report dated as of
such reporting date that complies with TIA Section 313(a); provided, however,
that if no event described in TIA Section 313(a) has occurred within the twelve
months preceding the reporting date with respect to a series, no report need be
transmitted to Holders of such series. The Trustee also shall comply with TIA
Section 313(b). The Trustee shall also transmit by mail all reports if and as
required by TIA Sections 313(c) and 313(d).

                  A copy of each report at the time of its mailing to Holders of
a series of Securities shall be filed by the Company or a Guarantor with the SEC
and each securities exchange, if any, on which the Securities of such series are
listed. The Company shall notify the Trustee if and when any series of
Securities is listed on any securities exchange.

        SECTION 7.07    Compensation and Indemnity.

                  The Company agrees to pay to the Trustee from time to time
reasonable compensation for its acceptance of this Indenture and services
hereunder. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company agrees to reimburse
the Trustee upon request for all reasonable disbursements, advances and expenses
incurred by it. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.

                  The Company and each Guarantor, jointly and severally, hereby
indemnifies the Trustee against any loss, liability or expense incurred by it
arising out of or in connection with the acceptance or administration of its
duties under this Indenture, except as set forth in the next paragraph. The
Trustee shall notify the Company and the Guarantors promptly of any claim for
which it may seek indemnity. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent.


                                      -39-
<PAGE>

                  The Company shall not be obligated to reimburse any expense or
indemnify against any loss or liability incurred by the Trustee through the
Trustee's negligence or bad faith.

                  To secure the payment obligations of the Company in this
Section 7.07, the Trustee shall have, and the Company hereby grants, a lien
prior to the Securities on all money or property held or collected by the
Trustee, except that held in trust to pay principal of, premium (if any) and
interest on and any Additional Amounts with respect to Securities of any series.
The provisions of Section 7.07 shall survive the resignation and removal of the
Trustee and the satisfaction and discharge of this Indenture.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01 (5) or (6) occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

        SECTION 7.08    Replacement of Trustee.

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

                  The Trustee may resign and be discharged at any time with
respect to the Securities of one or more series by so notifying the Company and
the Guarantors. The Holders of a majority in principal amount of the then
outstanding Securities of any series may remove the Trustee with respect to the
Securities of such series by so notifying the Trustee, the Company and the
Guarantors. The Company may remove the Trustee if:

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

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

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

                  (4) the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, with respect to the Securities of one or
more series, the Company shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood that
any such successor Trustee may be appointed with respect to the Securities of
one or more or all of such series and that at any time there shall be only one
Trustee with respect to the Securities of any particular series). Within one
year after the successor Trustee with respect to the Securities of any series
takes office, the Holders of a majority in principal amount of the Securities of
such series may appoint a successor Trustee to replace the successor Trustee
appointed by the Company.

                  If a successor Trustee with respect to the Securities of any
series does not take office within 60 days after the retiring Trustee resigns or
is removed, the retiring Trustee, the


                                      -40-
<PAGE>

Company, any Guarantor or the Holders of at least 10% in principal amount of the
then outstanding Securities of such series may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

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

                  In case of the appointment of a successor Trustee with respect
to all Securities, each such successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee, to the Company and to the
Guarantors. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers
and duties of the retiring Trustee under this Indenture. The successor Trustee
shall mail a notice of its succession to Holders. The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the lien provided for in Section 7.07.

                  In case of the appointment of a successor Trustee with respect
to the Securities of one or more (but not all) series, the Company, the
Guarantors, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more (but not all) series shall execute and deliver an
indenture supplemental hereto in which each successor Trustee shall accept such
appointment and that (1) shall confer to each successor Trustee all the rights,
powers and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
confirm that all the rights, powers and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee. Nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust, and each
such Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such Trustee. Upon
the execution and delivery of such supplemental indenture, the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee shall have all the rights, powers and
duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates. On request of
the Company or any successor Trustee, such retiring Trustee shall transfer to
such successor Trustee all property held by such retiring Trustee as Trustee
with respect to the Securities of that or those series to which the appointment
of such successor Trustee relates.

                  Notwithstanding replacement of the Trustee or Trustees
pursuant to this Section 7.08, the obligations of the Company under Section 7.07
shall continue for the benefit of the retiring Trustee or Trustees.


                                      -41-
<PAGE>

        SECTION 7.09    Successor Trustee by Merger, etc.

                  Subject to Section 7.10, if the Trustee consolidates, merges
or converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor Trustee; provided, however, that in the case of a
transfer of all or substantially all of its corporate trust business to another
corporation, the transferee corporation expressly assumes all of the Trustee's
liabilities hereunder.

                  In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated; 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 to the 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.

        SECTION 7.10    Eligibility; Disqualification.

                  There shall at all times be a Trustee hereunder which shall be
a corporation organized and doing business under the laws of the United States,
any State thereof or the District of Columbia and authorized under such laws to
exercise corporate trust power, shall be subject to supervision or examination
by Federal or State (or the District of Columbia) authority and shall have, or
be a Subsidiary of a bank or bank holding company having, a combined capital and
surplus of at least $50 million as set forth in its most recent published annual
report of condition.

                  The Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(l), 310(a)(2) and 310(a)(5). The Trustee is
subject to and shall comply with the provisions of TIA Section 310(b) during the
period of time required by this Indenture. Nothing in this Indenture shall
prevent the Trustee from filing with the SEC the application referred to in the
penultimate paragraph of TIA Section 310(b).

        SECTION 7.11    Preferential Collection of Claims Against the Company or
a Guarantor.

                  The Trustee is subject to and shall comply with the provisions
of TIA Section 311(a), excluding any creditor relationship listed in TIA Section
311(b). A Trustee who has resigned or been removed shall be subject to TIA
Section 311(a) to the extent indicated therein.


                                      -42-
<PAGE>

                                  ARTICLE VIII

                             DISCHARGE OF INDENTURE

        SECTION 8.01    Termination of the Company's and the Guarantors'
                        Obligations.

                  (a) This Indenture shall cease to be of further effect with
respect to the Securities of a series (except that the Company's obligations
under Section 7.07, the Trustee's and Paying Agent's obligations under Section
8.03 and the rights, powers, protections and privileges accorded the Trustee
under Article VII shall survive), and the Trustee and the Guarantors, on demand
of the Company, shall execute proper instruments acknowledging the satisfaction
and discharge of this Indenture with respect to the Securities of such series,
when:

                  (1) either

                           (A) all outstanding Securities of such series
                  theretofore authenticated and issued (other than destroyed,
                  lost or stolen Securities that have been replaced or paid)
                  have been delivered to the Trustee for cancellation; or

                           (B) all outstanding Securities of such series not
                  theretofore delivered to the Trustee for cancellation:

                                    (i) have become due and payable, or

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

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

                  and, in the case of clause (i), (ii), or (iii) above, the
                  Company, the Guarantors or a combination of the Company and
                  the Guarantors have irrevocably deposited or caused to be
                  deposited with the Trustee as funds (immediately available to
                  the Holders in the case of clause (i)) in trust for such
                  purpose (x) cash in an amount, or (y) Government Obligations,
                  maturing as to principal and interest at such times and in
                  such amounts as will ensure the availability of cash in an
                  amount or (z) a combination thereof, which will be sufficient,
                  in the opinion (in the case of clauses (y) and (z)) of a
                  nationally recognized firm of independent public accountants
                  expressed in a written certification thereof delivered to the
                  Trustee, to pay and discharge the entire indebtedness on the
                  Securities of such series for principal and any interest and
                  any Additional Amounts to the date of such deposit (in the
                  case of Securities which have become due and payable) or for
                  principal, premium, if any, and interest and any Additional
                  Amounts to the Stated Maturity or Redemption Date, as the case
                  may be; or


                                      -43-
<PAGE>

                           (C) the Company and the Guarantors have properly
                  fulfilled such other means of satisfaction and discharge as is
                  specified, as contemplated by Section 2.01, to be applicable
                  to the Securities of such series;

                  (2) each of the Company and the Guarantors has paid or caused
to be paid all other sums payable by it or them hereunder with respect to the
Securities of such series; and

                  (3) the Company has delivered to the Trustee an Officers'
Certificate stating that all conditions precedent to satisfaction and discharge
of this Indenture with respect to the Securities of such series have been
complied with, together with an Opinion of Counsel to the same effect.

                  (b) Unless this Section 8.01(b) is specified as not being
applicable to Securities of a series as contemplated by Section 2.01, the
Company may, at its option, terminate certain of its and the Guarantors'
respective obligations under this Indenture ("covenant defeasance") with respect
to the Securities of a series if:

                  (1) the Company or any Guarantor has irrevocably deposited or
         caused to be irrevocably deposited with the Trustee as trust funds in
         trust for the purpose of making the following payments, specifically
         pledged as security for and dedicated solely to the benefit of the
         Holders of Securities of such series, (i) money in the currency in
         which payment of the Securities of such series is to be made in an
         amount, or (ii) Government Obligations with respect to such series,
         maturing as to principal and interest at such times and in such amounts
         as will ensure the availability of money in the currency in which
         payment of the Securities of such series is to be made in an amount or
         (iii) a combination thereof, that is sufficient, in the opinion (in the
         case of clauses (ii) and (iii)) of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay the principal of and premium
         (if any) and interest and any Additional Amounts on all Securities of
         such series on each date that such principal, premium (if any),
         interest or Additional Amount is due and payable and (at the Stated
         Maturity thereof or upon redemption as provided in Section 8.01(e)) to
         pay all other sums payable by it hereunder; provided that the Trustee
         shall have been irrevocably instructed to apply such money and/or the
         proceeds of such Government Obligations to the payment of said
         principal, premium (if any) and interest and Additional Amounts with
         respect to the Securities of such series as the same shall become due;

                  (2) the Company has delivered to the Trustee an Officers'
         Certificate stating that all conditions precedent to satisfaction and
         discharge of this Indenture with respect to the Securities of such
         series have been complied with, and an Opinion of Counsel to the same
         effect;

                  (3) no Default or Event of Default with respect to the
         Securities of such series shall have occurred and be continuing on the
         date of such deposit;


                                      -44-
<PAGE>

                  (4) the Company shall have delivered to the Trustee an Opinion
         of Counsel from counsel reasonably acceptable to the Trustee or a tax
         ruling to the effect that the Holders will not recognize income, gain
         or loss for U.S. Federal income tax purposes as a result of the
         Company's exercise of its option under this Section 8.01(b) and will be
         subject to U.S. Federal income tax on the same amount and in the same
         manner and at the same times as would have been the case if such option
         had not been exercised;

                  (5) the Company and the Guarantors have complied with any
         additional conditions specified pursuant to Section 2.01 to be
         applicable to the discharge of Securities of such series pursuant to
         this Section 8.01;

                  (6) such deposit and discharge shall not cause the Trustee to
         have a conflicting interest as defined in TIA Section 310(b); and

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

                  In such event, this Indenture shall cease to be of further
effect (except as set forth in this paragraph), and the Trustee and the
Guarantors, on demand of the Company, shall execute proper instruments
acknowledging satisfaction and discharge under this Indenture. However, the
Company's and the Guarantors' respective obligations in Sections 2.05, 2.06,
2.07, 2.08, 2.09, 4.01, 4.02, 5.01, 7.07, 7.08, 8.04 and 10.01, the Trustee's
and Paying Agent's obligations in Section 8.03 and the rights, powers,
protections and privileges accorded the Trustee under Article VII shall survive
until all Securities of such series are no longer outstanding. Thereafter, only
the Company's obligations in Section 7.07 and the Trustee's and Paying Agent's
obligations in Section 8.03 shall survive with respect to Securities of such
series.

                  After such irrevocable deposit made pursuant to this Section
8.01(b) and satisfaction of the other conditions set forth herein, the Trustee
upon request shall acknowledge in writing the discharge of the Company's and
each Guarantor's obligations under this Indenture with respect to the Securities
of such series except for those surviving obligations specified above.

                  In order to have money available on a payment date to pay
principal of or premium (if any) on or interest or Additional Amounts on the
Securities, the Government Obligations shall be payable as to principal or
interest on or before such payment date in such amounts as will provide the
necessary money.

                  (c) If the Company and the Guarantors have previously complied
or are concurrently complying with Section 8.01(b) (other than any additional
conditions specified pursuant to Section 2.01 that are expressly applicable only
to covenant defeasance) with respect to Securities of a series, then, unless
this Section 8.01(c) is specified as not being applicable to Securities of such
series as contemplated by Section 2.01, the Company may elect that its and the
Guarantors' respective obligations to make payments with respect to Securities
of such series be discharged ("legal defeasance"), if:


                                      -45-
<PAGE>

                  (1) no Default or Event of Default under clauses (5) and (6)
of Section 6.01 hereof shall have occurred at any time during the period ending
on the 91st day after the date of deposit contemplated by Section 8.01(b) (it
being understood that this condition shall not be deemed satisfied until the
expiration of such period);

                  (2) unless otherwise specified with respect to Securities of
such series as contemplated by Section 2.01, the Company has delivered to the
Trustee an Opinion of Counsel from counsel reasonably acceptable to the Trustee
to the effect referred to in Section 8.01(b)(4) with respect to such legal
defeasance;

                  (3) the Company and the Guarantors have complied with any
other conditions specified pursuant to Section 2.01 to be applicable to the
legal defeasance of Securities of such series pursuant to this Section 8.01(c);
and

                  (4) the Company has delivered to the Trustee a Company Request
requesting such legal defeasance of the Securities of such series and an
Officers' Certificate stating that all conditions precedent with respect to such
legal defeasance of the Securities of such series have been complied with,
together with an Opinion of Counsel to the same effect.

                  In such event, the Company and each Guarantor will be
discharged from its obligations under this Indenture and the Securities of such
series to pay principal of, premium (if any) and interest on, and any Additional
Amounts with respect to, Securities of such series, the Company's and the
Guarantors' respective obligations under Sections 4.01, 4.02 and 10.01 shall
terminate with respect to such Securities, and the entire indebtedness of the
Company evidenced by such Securities and of the Guarantors evidenced by the
related Guarantees shall be deemed paid and discharged.

                  (d) If and to the extent additional or alternative means of
satisfaction, discharge or defeasance of Securities of a series are specified to
be applicable to such series as contemplated by Section 2.01, each of the
Company and the Guarantors may terminate any or all of its obligations under
this Indenture with respect to Securities of a series and any or all of its
obligations under the Securities of such series if it fulfills such other means
of satisfaction and discharge as may be so specified, as contemplated by Section
2.01, to be applicable to the Securities of such series.

                  (e) If Securities of any series subject to subsections (a),
(b), (c) or (d) of this Section 8.01 are to be redeemed prior to their Stated
Maturity, whether pursuant to any optional redemption provisions or in
accordance with any mandatory or optional sinking fund provisions, the terms of
the applicable trust arrangement shall provide for such redemption, and the
Company shall make such arrangements as are reasonably satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and
at the expense, of the Company.

        SECTION 8.02    Application of Trust Money.

                  The Trustee or a trustee reasonably satisfactory to the
Trustee and the Company shall hold in trust money or Government Obligations
deposited with it pursuant to Section 8.01 hereof. It shall apply the deposited
money and the money from Government Obligations through


                                      -46-
<PAGE>

the Paying Agent and in accordance with this Indenture to the payment of
principal of, premium (if any) and interest on and any Additional Amounts with
respect to the Securities of the series with respect to which the deposit was
made.

        SECTION 8.03    Repayment to Company or Guarantor.

                  The Trustee and the Paying Agent shall promptly pay to the
Company or any Guarantor any excess money or Government Obligations (or proceeds
therefrom) held by them at any time upon the written request of the Company.

                  Subject to the requirements of any applicable abandoned
property laws, the Trustee and the Paying Agent shall pay to the Company upon
written request any money held by them for the payment of principal, premium (if
any), interest or any Additional Amounts that remain unclaimed for two years
after the date upon which such payment shall have become due. After payment to
the Company, Holders entitled to the money must look to the Company for payment
as general creditors unless an applicable abandoned property law designates
another Person, and all liability of the Trustee and the Paying Agent with
respect to such money shall cease.

        SECTION 8.04    Reinstatement.

                  If the Trustee or the Paying Agent is unable to apply any
money or Government Obligations deposited with respect to Securities of any
series in accordance with Section 8.01 by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the
obligations of the Company and each Guarantor under this Indenture with respect
to the Securities of such series and under the Securities of such series shall
be revived and reinstated as though no deposit had occurred pursuant to Section
8.01 until such time as the Trustee or the Paying Agent is permitted to apply
all such money or Government Obligations in accordance with Section 8.01;
provided, however, that if the Company or any Guarantor has made any payment of
principal of, premium (if any) or interest on or any Additional Amounts with
respect to any Securities because of the reinstatement of its obligations, the
Company or such Guarantor, as the case may be, shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money or
Government Obligations held by the Trustee or the Paying Agent.

                                   ARTICLE IX

                     SUPPLEMENTAL INDENTURES AND AMENDMENTS

        SECTION 9.01    Without Consent of Holders.

                  The Company, the Guarantors and the Trustee may amend or
supplement this Indenture or the Securities without the consent of any Holder:

                  (1) to cure any ambiguity, omission, defect or inconsistency;

                  (2) to comply with Section 5.01;


                                      -47-
<PAGE>

                  (3) to provide for uncertificated Securities in addition to or
in place of certificated Securities, or to provide for the issuance of bearer
Securities (with or without coupons);

                  (4) to provide any security for, or to add any guarantees of
or additional obligors on, any series of Securities or the related Guarantees;

                  (5) to comply with any requirement in order to effect or
maintain the qualification of this Indenture under the TIA;

                  (6) to add to the covenants of the Company or any Guarantor
for the benefit of the Holders of all or any series of Securities (and if such
covenants are to be for the benefit of less than all series of Securities,
stating that such covenants are expressly being included solely for the benefit
of such series), or to surrender any right or power herein conferred upon the
Company or any Guarantor;

                  (7) to add any additional Events of Default with respect to
all or any series of the Securities (and, if any Event of Default is applicable
to less than all series of Securities, specifying the series to which such Event
of Default is applicable);

                  (8) to change or eliminate any of the provisions of this
Indenture; provided that any such change or elimination shall become effective
only when there is no outstanding Security of any series created prior to the
execution of such amendment or supplemental indenture that is adversely affected
in any material respect by such change in or elimination of such provision;

                  (9) to establish the form or terms of Securities of any series
as permitted by Section 2.01;

                  (10) to supplement any of the provisions of this Indenture to
such extent as shall be necessary to permit or facilitate the defeasance and
discharge of any series of Securities pursuant to Section 8.01; provided,
however, that any such action shall not, as evidenced by an Officers'
Certificate delivered to the Trustee, adversely affect the interest of the
Holders of Securities of such series or any other series of Securities in any
material respect; or

                  (11) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section
7.08.

                  Upon the request of the Company, accompanied by a Board
Resolution, and upon receipt by the Trustee of the documents described in
Section 9.06, the Trustee shall, subject to Section 9.06, join with the Company
and the Guarantors in the execution of any supplemental indenture authorized or
permitted by the terms of this Indenture and make any further appropriate
agreements and stipulations that may be therein contained.


                                      -48-
<PAGE>

        SECTION 9.02    With Consent of Holders.

                  Except as provided below in this Section 9.02, the Company,
the Guarantors and the Trustee may amend or supplement this Indenture with the
written consent (including consents obtained in connection with a tender offer
or exchange offer for Securities of any one or more series or all series or a
solicitation of consents in respect of Securities of any one or more series or
all series, provided that in each case such offer or solicitation is made to all
Holders of then outstanding Securities of each such series (but the terms of
such offer or solicitation may vary from series to series)) of the Holders of at
least a majority in principal amount of the then outstanding Securities of all
series affected by such amendment or supplement (acting as one class).

                  Upon the request of the Company, accompanied by a Board
Resolution, and upon the filing with the Trustee of evidence of the consent of
the Holders as aforesaid, and upon receipt by the Trustee of the documents
described in Section 9.06, the Trustee shall, subject to Section 9.06, join with
the Company and the Guarantors in the execution of such amendment or
supplemental indenture.

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

                  The Holders of a majority in principal amount of the then
outstanding Securities of one or more series or of all series may waive
compliance in a particular instance by the Company or any Guarantor with any
provision of this Indenture with respect to Securities of such series (including
waivers obtained in connection with a tender offer or exchange offer for
Securities of such series or a solicitation of consents in respect of Securities
of such series, provided that in each case such offer or solicitation is made to
all Holders of then outstanding Securities of such series (but the terms of such
offer or solicitation may vary from series to series)).

                  However, without the consent of each Holder affected, an
amendment, supplement or waiver under this Section 9.02 may not:

                  (1) reduce the percentage or principal amount of Securities
         whose Holders must consent to an amendment, supplement or waiver
         hereunder or under any supplemental indenture or the terms of
         Securities of any series established pursuant to Section 2.01 hereof;

                  (2) reduce the rate of or change the time for payment of
         interest, including default interest, on any Security;

                  (3) reduce the principal of, any premium on or any mandatory
         sinking fund payment with respect to, or change the Stated Maturity of,
         any Security or reduce the amount of the principal of an Original Issue
         Discount Security that would be due and payable upon a declaration of
         acceleration of the Maturity thereof pursuant to Section 6.02;


                                      -49-
<PAGE>

                  (4) reduce the premium, if any, payable upon the redemption of
         any Security or change the time at which any Security may or shall be
         redeemed;

                  (5) change any obligation of the Company or any Guarantor to
         pay Additional Amounts with respect to any Security;

                  (6) change the coin or currency or currencies (including
         composite currencies) in which any Security or any premium, interest or
         Additional Amounts with respect thereto are payable;

                  (7) impair the right to institute suit for the enforcement of
         any payment of principal of, premium (if any) or interest on or any
         Additional Amounts with respect to any Security pursuant to Sections
         6.07 and 6.08, except as limited by Section 6.06;

                  (8) make any change in the percentage of principal amount of
         Securities necessary to waive compliance with certain provisions of
         this Indenture pursuant to Section 6.04 or 6.07 or make any change in
         this sentence of Section 9.02;

                  (9) waive a continuing Default or Event of Default in the
         payment of principal of, premium (if any) or interest on or Additional
         Amounts with respect to the Securities; or

                  (10) change the definition of Securities deemed outstanding
         pursuant to Section 2.10 hereof.

                  A supplemental indenture that changes or eliminates any
covenant or other provision of this Indenture that has expressly been included
solely for the benefit of one or more particular series of Securities, or that
modifies the rights of the 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.

                  The right of any Holder to participate in any consent required
or sought pursuant to any provision of this Indenture (and the obligation of the
Company or any Guarantor to obtain any such consent otherwise required from such
Holder) may be subject to the requirement that such Holder shall have been the
Holder of record of any Securities with respect to which such consent is
required or sought as of a date identified by the Company or such Guarantor in a
notice furnished to Holders in accordance with the terms of this Indenture.

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

        SECTION 9.03    Compliance with Trust Indenture Act.

                  Every amendment or supplement to this Indenture or the
Securities shall comply in form and substance with the TIA as then in effect.


                                      -50-
<PAGE>

        SECTION 9.04    Revocation and Effect of Consents

                  Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security, even if notation of the consent is not
made on any Security. However, any such Holder or subsequent Holder may revoke
the consent as to his or her Security or portion of a Security if the Trustee
receives written notice of revocation before a date and time therefor identified
by the Company or any Guarantor in a notice to such Holder in accordance with
the terms of this Indenture or, if no such date and time shall be identified,
the date the amendment, supplement or waiver becomes effective. An amendment,
supplement or waiver that becomes effective with respect to a Series of
Securities shall thereafter be conclusive and binding on all holders of
Securities of such Series in accordance with its terms.

                  The Company may, but shall not be obligated to, fix a record
date (which need not comply with TIA Section 316(c)) for the purpose of
determining the Holders entitled to consent to any amendment, supplement or
waiver or to take any other action under this Indenture. If a record date is
fixed, then notwithstanding the provisions of the immediately preceding
paragraph, those Persons who were Holders at such record date (or their duly
designated proxies), and only those Persons, shall be entitled to consent to
such amendment, supplement or waiver or to revoke any consent previously given,
whether or not such Persons continue to be Holders after such record date.

        SECTION 9.05    Notation on or Exchange of Securities.

                  If an amendment or supplement changes the terms of an
outstanding Security, the Company may require the Holder of the Security to
deliver it to the Trustee. The Trustee may place an appropriate notation on the
Security at the request of the Company regarding the changed terms and return it
to the Holder. Alternatively, if the Company so determines, the Company in
exchange for the Security shall issue, the Guarantors shall execute and the
Trustee shall authenticate a new Security that reflects the changed terms.
Failure to make the appropriate notation or to issue a new Security shall not
affect the validity of such amendment or supplement.

                  Securities of any series authenticated and delivered after the
execution of any amendment or supplement may, and shall if required by the
Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such amendment or supplement.

        SECTION 9.06    Trustee to Sign Amendments, etc.

                  The Trustee shall sign any amendment or supplement authorized
pursuant to this Article if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. If it does,
the Trustee may, but need not, sign it. Without limitation to the terms of
Section 11.04, in signing or refusing to sign such amendment or supplement, the
Trustee shall be entitled to receive, and, subject to Section 7.01 hereof, shall
be fully protected in relying upon an Officers' Certificate and an Opinion of
Counsel provided at the expense of the Company or a Guarantor as conclusive
evidence that such amendment or supplement is


                                      -51-
<PAGE>

authorized or permitted by this Indenture, that it is not inconsistent herewith,
and that it will be valid and binding upon the Company and the Guarantors in
accordance with its terms.

                                   ARTICLE X

                                   GUARANTEE

        SECTION 10.01   Obligations Guaranteed.

                  (a) Unless otherwise provided with respect to the Securities
of any series and subject to the provisions of Section 10.06, each Guarantor
hereby jointly and severally guarantees to the Trustee for its own benefit and
the benefit of the Holders from time to time (i) the full and prompt payment of
the principal of and premium, if any, on the Securities and the indebtedness
represented thereby, when and as the same shall become due and payable, whether
at the Maturity thereof, by acceleration, call for redemption or otherwise, (ii)
the full and prompt payment of interest and any Additional Amount on the
Securities when and as the same shall become due and payable and (iii) all other
monetary obligations of the Company under this Indenture (including under
Section 7.07 hereof) and the Securities (the guarantee in clauses (i), (ii) and
(iii) collectively referred to as the "Guarantee"). Each Guarantor hereby
irrevocably and unconditionally agrees, subject to the provision of Section
10.02, that upon any default by the Company in the payment, when due, of any
principal of, premium, if any, interest or Additional Amount on the Securities,
and after demand therefore being made upon such Guarantor by the Trustee (with a
copy to the Company), such Guarantor will promptly pay the same. All payments by
each Guarantor with respect to any Security shall be paid in the currency or
currencies specified for payments on such Security as contemplated by Section
2.01 and pursuant to this Indenture.

                  (b) Each Guarantor further agrees, subject to the provisions
of Section 10.2 and unless otherwise provided with respect to the Securities of
any series, that this Guarantee constitutes an absolute, present and continuing
guarantee of payment and not of collection, and waives any right to require that
any resort be had by the Trustee or the Holders of the Securities, after demand
for such payment being made upon such Guarantor by the Trustee (with a copy to
the Company), to the Trustee's or any Holder's rights against any other Person,
or any other right or remedy available to the Trustee or any Holder of the
Securities by contract, applicable law or otherwise. The obligations of each
Guarantor under this Guarantee are direct, unconditional and completely
independent of the obligations of any other Person, and, subject to the
provisions of Section 10.2, a separate cause of action or separate causes of
action may be brought and prosecuted against each Guarantor, after demand for
payment being made upon such Guarantor by the Trustee (with a copy to the
Company), without the necessity of joining the Company or any other party or
previously proceeding with or exhausting any other remedy against any other
Person who might have become liable for the indebtedness or of realizing upon
any security held by or for the benefit of the Holders of the Securities.

        SECTION 10.02   Obligations Unconditional; Reinstatement.

                  (a) The obligations of each Guarantor under this Guarantee
shall be absolute and unconditional, irrespective of the validity, regularity,
or enforceability of the Notes or this


                                      -52-
<PAGE>

Indenture, the absence of any action to enforce the same, any waiver or consent
of any Holder of the Notes with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company or the Guarantors, any action to
enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Guarantor. Subject to the
provisions of Section 10.06, the obligations of each Guarantor under this
Guarantee shall remain in full force and effect, until the entire principal of,
premium, if any, and interest and any Additional Amounts on the Securities shall
have been paid in full or provided for and all costs, Trustee's fees and
commissions, indemnitees, and expenses, if any, shall have been paid in full
and, to the extent permitted by law, such obligations shall not be affected,
modified, released or impaired by any state of facts or the happening from time
to time of any event, whatsoever, whether or not with notice to, or the consent
of, each Guarantor.

                  (b) If any Holder or the Trustee is required as a result of an
insolvency or similar event to return to any Obligor, or any custodian, trustee,
liquidator or other similar official acting in relation to such Obligor, any
amount paid by such Obligor to the Trustee or such Holder, the Guarantee, to the
extent theretofore discharged, will be reinstated to the extent of such payment.

                  (c) Each Guarantor agrees that it will not be entitled to any
right of subrogation in relation to the Holders in respect of this Guarantee
until payment in full of all obligations guaranteed hereby. Each Guarantor
further agrees that, as between the Guarantors, on the one hand, and the Holders
and the Trustee, on the other hand, (i) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article 6 hereof for the
purposes of this Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (ii) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) will forthwith become due and payable by the Guarantors for
the purpose of this Guarantee. The Guarantors will have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the Note Guarantee.

        SECTION 10.03   No Waiver or Set-off.

                  No act of commission or omission of any kind or at any time
upon the part of the Company or the Trustee, or their successors and assigns, in
respect of any matter whatsoever shall in any way impair the rights of the
Trustee to enforce any right, power or benefit under this Guarantee and no
set-off, counterclaim, reduction, or diminution of any obligation, or any
defense of a surety guarantor (other than performance by each Guarantor of its
obligations hereunder, or receipt by the Trustee of payment from the Company)
which each Guarantor has or may have against the Company or the Trustee or any
assignee or successor thereof shall be available hereunder to each Guarantor.

        SECTION 10.04   Waiver of Notice; Expenses.

                  Each Guarantor hereby expressly waives notice from the Trustee
or the Holders from time to time of the Securities of their acceptance and
reliance on this Guarantee of any action taken or omitted in reliance hereon.
Each Guarantor further expressly waives diligence,


                                      -53-
<PAGE>

presentment, demand for payment, protest, any requirement that any right or
power be exhausted or any action be taken against the Company or each Guarantor
or against any collateral. Each Guarantor agrees to pay all reasonable costs,
Trustee's fees and commissions and expenses (including all court costs and
reasonable attorneys' fees) which may be incurred by the Trustee in enforcing or
attempting to enforce this Guarantee following any default on the part of each
Guarantor hereunder, whether the same shall be enforced by suit or otherwise.

        SECTION 10.05   Benefit and Enforcement.

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

        SECTION 10.06   Limitations on Guarantee; Release.

                  (a) Notwithstanding anything to the contrary in this
Indenture, the Guarantee by each Guarantor (i) which is incorporated in Norway
shall be limited to the maximum amount which such Guarantor can guarantee
without breaching the terms of the Company Act 1997 of Norway and the liability
of such Guarantor hereunder shall be limited to an aggregate amount of
$1,991,897,620, (ii) which is incorporated in Brazil, is, to the extent that
such Guarantee requires such Guarantor to remit funds from Brazil, subject to
such Guarantor obtaining any authorizations from the Central Bank of Brazil
which may be required from time to time in order for such Guarantor to so remit
funds from Brazil or (ii) which is incorporated in a jurisdiction other than
those referred to in (i) above shall be limited to the maximum amount permitted
by fraudulent conveyance and any similar laws in effect from time to time
affecting the rights of creditors generally or as may otherwise be required
pursuant to the laws of such jurisdiction. For the avoidance of doubt, each
Guarantor incorporated in Norway agrees that Sections 62 to 74 (inclusive) of
the Finance Contract Act of June 25, 1999, of Norway do not apply to this
Guarantee.

                  (b) Each Guarantor shall automatically be released and forever
discharged from its Guarantee and other obligations under this Indenture in the
event that (i) all the capital stock of such Guarantor shall be sold,
transferred or otherwise disposed of, if such sale, transfer or other disposal
is permitted by the terms of this Indenture or any relevant Supplemental
Indenture or (ii) such Guarantor is no longer a Material Subsidiary.

                                   ARTICLE XI

                                  MISCELLANEOUS

        SECTION 11.01   Trust Indenture Act Controls.

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


                                      -54-
<PAGE>

        SECTION 11.02   Notices.

                  Any notice or communication by the Company, any Guarantor or
the Trustee to the others is duly given if in writing and delivered in person or
mailed by first-class mail (registered or certified, return receipt requested),
electronic mail, facsimile or overnight air courier guaranteeing next day
delivery, to the other's address:

                  If to the Company or any Guarantor:

                  Petroleum Geo-Services ASA
                  Strandveien 4
                  N-1366 Lysaker
                  Norway
                  Attention:  General Counsel and Chief Financial Officer
                  Facsimile:  (011) 47 67 53 68 83

                  with a copy to:

                  Petroleum Geo-Services ASA
                  738 Highway 6 South, Suite 1000
                  Houston, Texas 77079
                  Attention:  Treasurer
                  Facsimile:  (281) 589 8092

                  If to the Trustee:

                  Law Debenture Trust Company of New York
                  780 Third Avenue, 31st Floor
                  New York, New York 10017
                  Attention: Daniel R. Fisher, Esq.
                  Facsimile:  (212) 750 1361

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

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

                  Any notice or communication to a Holder shall be mailed by
first-class mail, postage prepaid, to the Holder's address shown on the register
kept by the Registrar. Failure to mail a notice or communication to a Holder or
any defect in it shall not affect its sufficiency with respect to other Holders.


                                      -55-
<PAGE>

                  If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it, except in the case of notice to the Trustee, it is duly given only
when received.

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

                  All notices or communications, including without limitation
notices to the Trustee, the Company or a Guarantor by Holders, shall be in
writing, except as otherwise set forth herein.

                  In case by reason of the suspension of regular mail service,
or by reason of any other cause, it shall be impossible to mail any notice
required by this Indenture, then such method of notification as shall be made
with the approval of the Trustee shall constitute a sufficient mailing of such
notice.

        SECTION 11.03   Communication by Holders with Other Holders.

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

        SECTION 11.04   Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by the Company or a Guarantor
to the Trustee to take any action under this Indenture, the Company or such
Guarantor, as the case may be, shall, if requested by the Trustee, furnish to
the Trustee at the expense of the Company or such Guarantor, as the case may be:

                  (1) an Officers' Certificate (which shall include the
         statements set forth in Section 11.05) stating that, in the opinion of
         the signers, all conditions precedent and covenants, if any, provided
         for in this Indenture relating to the proposed action have been
         complied with; and

                  (2) an Opinion of Counsel (which shall include the statements
         set forth in Section 11.05 hereof) stating that, in the opinion of such
         counsel, all such conditions precedent and covenants have been complied
         with.

        SECTION 11.05   Statements Required in Certificate or Opinion.

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

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


                                      -56-
<PAGE>

                  (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 or she
         has made such examination or investigation as is necessary to enable
         him or her to express an informed opinion as to whether or not such
         covenant or condition has been complied with; and

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

        SECTION 11.06   Rules by Trustee and Agents.

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

        SECTION 11.07   Legal Holidays.

                  If a payment date is a Legal Holiday at a Place of Payment,
payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue with respect to such payment for the
intervening period.

        SECTION 11.08   No Recourse Against Others.

                  A director, officer, employee, stockholder, partner or other
owner of the Company, a Guarantor or the Trustee, as such, shall not have any
liability for any obligations of the Company under the Securities, for any
obligations of any Guarantor under the Guarantee, or for any obligations of the
Company, any Guarantor or the Trustee under this Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. Each
Holder by accepting a Security waives and releases all such liability. The
waiver and release shall be part of the consideration for the issue of
Securities.

        SECTION 11.09   Governing Law.

                  THIS INDENTURE, THE SECURITIES AND THE GUARANTEE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

        SECTION 11.10   No Adverse Interpretation of Other Agreements.

                  This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company, any Guarantor or any Subsidiary of the
Company. Any such indenture, loan or debt agreement may not be used to interpret
this Indenture.


                                      -57-
<PAGE>

        SECTION 11.11   Successors.

                  All agreements of the Company in this Indenture and the
Securities shall bind its successors. All agreements of each Guarantor in this
Indenture and the Securities shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successors.

        SECTION 11.12   Severability.

                  In case any provision in this Indenture or in the Securities
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall, to the fullest extent
permitted by applicable law, not in any way be affected or impaired thereby.

        SECTION 11.13   Counterpart Originals.

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

        SECTION 11.14   Table of Contents, Headings, etc.

                  The table of contents, cross-reference table and headings of
the Articles and Sections of this Indenture have been inserted for convenience
of reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.

        SECTION 11.15   Agent for Service of Process.

                  The Company and each Guarantor hereby designates CT
Corporation System, having an address at 1633 Broadway, New York, New York, as
its authorized agent upon whom process may be served in any action, suit or
proceeding that may be instituted in any State or Federal court sitting in the
County of New York of the State of New York pertaining to this Indenture or any
matter arising out of or related to this Indenture, and the Company and each
Guarantor will accept the jurisdiction of such court in such action, and waive,
to the fullest extent permitted by applicable law, any defense based upon lack
of personal jurisdiction or venue or forum non conveniens. A copy of any such
process shall be sent or given to the Company and the Guarantors at the address
for notices specified in Section 11.02 hereof. The Company and the Guarantors
shall maintain the designation of such authorized agent until two years after
termination of the Company's and the Guarantors' obligation under this Indenture
pursuant to Section 8.01.


                                      -58-
<PAGE>




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

                                    PETROLEUM GEO-SERVICES ASA

                                    By:       /s/ Sam R. Morrow
                                       --------------------------------------
                                       Name:  Sam R. Morrow
                                       Title: SVP - Finance and Treasurer

                                              /s/ Knut Oversjoen
                                       --------------------------------------
                                       Name:  Knut Oversjoen
                                       Title: CFO



                                    GUARANTORS:

                                    MULTIKLIENT INVEST AS


                                    By:       /s/ Knut Oversjoen
                                       --------------------------------------
                                       Name:  Knut Oversjoen
                                       Title: Director


                                    PGS EXPLORATION (UK) LTD.


                                    By:       /s/ Knut Oversjoen
                                       --------------------------------------
                                       Name:  Knut Oversjoen
                                       Title: Director


                                    PGS GEOPHYSICAL AS


                                    By:       /s/ Knut Oversjoen
                                       --------------------------------------
                                       Name:  Knut Oversjoen
                                       Title: Director


                                    PGS SHIPPING (IOM) LTD.


                                    By:       /s/ Alexander Holst
                                       --------------------------------------
                                       Name:  Alexander Holst
                                       Title: Director


                                      -59-
<PAGE>


                             PGS RIO BONITO SA


                             By:   /s/ Alexander Holst  /s/ Svein Knudsen
                                -----------------------------------------------
                                Name:  Alexander Holst      Svein Knudsen
                                Title: Attorney-in-Fact     Attorney-in-Fact


                             PGS INVESTIGACAO PETROLIFERA LTD.


                             By:       /s/ Alexander Holst
                                --------------------------------------
                                Name:  Alexander Holst
                                Title: Attorney-in-Fact


                             PGS ONSHORE, INC.


                             By:       /s/ Knut Oversjoen
                                --------------------------------------
                                Name:  Knut Oversjoen
                                Title: Director




                             LAW DEBENTURE TRUST COMPANY OF
                             NEW YORK, as Trustee



                             By:      /s/ Patrick J. Healy
                                --------------------------------------



                               -60-
<PAGE>




                                                                       EXHIBIT A

                         [FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY ADDITIONAL GUARANTORS]

                  SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated
as of ________________, 200__, among __________________ (the "Guaranteeing
Subsidiary"), a subsidiary of Petroleum Geo-Services ASA (the "Company"), the
other Guarantors (as defined in the Indenture referred to herein) and Law
Debenture Trust Company of New York, as trustee under the indenture referred to
below (the "Trustee").

                               W I T N E S S E T H

                  WHEREAS, the Company has heretofore executed and delivered to
the Trustee an indenture, dated as of November 5, 2002 (the "Original
Indenture"), as supplemented by the [First] Supplemental Indenture (the "[First]
Supplemental Indenture" and together with the Original Indenture, the
"Indenture") and providing for the issuance of an aggregate principal amount of
up to $____________ of ___% Senior Notes due ____ (the "Notes");

                  WHEREAS, the Indenture provides that under certain
circumstances the Guaranteeing Subsidiary shall execute and deliver to the
Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary
shall unconditionally guarantee all of the Company's obligations under the Notes
and the Indenture on the terms and conditions set forth herein and in Article X
of the Original Indenture (the "Note Guarantee"); and

                  WHEREAS, pursuant to Section 9.01 of the Indenture, the
Trustee is authorized to execute and deliver this Supplemental Indenture.

                  NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

                  1.       CAPITALIZED TERMS.  Capitalized terms used herein
without definition shall have the meanings assigned to them in the Indenture.

                  2.       AGREEMENT TO GUARANTEE.

                  (a) Along with all Guarantors named in the Indenture, the
Guaranteeing Subsidiary, in accordance with, and subject to the terms and
conditions set forth in Article X of the Original Indenture, hereby jointly and
severally guarantees, to the Trustee for its own benefit and the benefit of the
Holders from time to time (i) the full and prompt payment of the principal of
and premium, if any, on the Securities and the indebtedness represented thereby,
when and as the same shall become due and payable, whether at the Maturity
thereof, by acceleration, call for redemption or otherwise, (ii) the full and
prompt payment of interest and any Additional Amount on the Securities when and
as the same shall become due and payable and (iii) all other monetary
obligations of the Company under this Indenture (including under Section 7.07 of
the Original Indenture) and the Securities (the guarantee in clauses (i), (ii)
and (iii), collectively referred to as


                                      Exhibit A-1
<PAGE>

the "Guarantee"). Notwithstanding the foregoing this Guarantee shall be limited
[INSERT REFERENCE TO RELEVANT LEGAL RESTRICTIONS ON GUARANTEE, IF ANY].

                  (b) This Guarantee shall not be discharged except in
accordance with the terms of the Indenture, and the Guaranteeing Subsidiary
accepts all obligations of a Guarantor under the Indenture.

                  3. EXECUTION AND DELIVERY. The Guaranteeing Subsidiary agrees
that its Guarantee shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Guarantee.

                  4. HEADINGS. The headings in this Supplemental Indenture have
been inserted for convenience of reference only, are not to be considered a part
hereof and shall in no way modify or restrict any of the terms or provisions
hereof.

                  5. COUNTERPART ORIGINALS. The parties may sign any number of
copies of this Supplemental Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement.

                  6. THIS SUPPLEMENTAL INDENTURE AND THIS GUARANTEE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

                  7. THE TRUSTEE. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiary, the
Company and the Guarantors.




                                      Exhibit A-2
<PAGE>



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

                  Dated:  _______________, 20___

                                          [GUARANTEEING SUBSIDIARY]

                                          By:  _______________________________
                                          Name:
                                          Title:

                                          PETROLEUM GEO-SERVICES ASA

                                          By:  _______________________________
                                          Name:
                                          Title:

                                          [EXISTING GUARANTORS]

                                          By:  _______________________________
                                          Name:
                                          Title:

                                          LAW DEBENTURE TRUST COMPANY OF NEW
                                          YORK,
                                          as Trustee

                                          By:  _______________________________
                                                   Authorized Signatory


                                  Exhibit A-3