<PAGE>

                                                                     Exhibit 4.1

                                                                  EXECUTION COPY

                          CITGO PETROLEUM CORPORATION

                                     Issuer

                            6% Senior Notes due 2011

                                   INDENTURE

                          Dated as of October 22, 2004

                J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
                                    Trustee

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
  TIA                                                                          Indenture
Section                                                                         Section
-------                                                                         -------
<S>                                                                            <C>
310(a)(1)    ................................................................    7.10
(a)(2)       ................................................................    7.10
(a)(3)       ................................................................    N.A.
(a)(4)       ................................................................    N.A.
(b)          ................................................................    7.08; 7.10
(c)          ................................................................    N.A.
311(a)       ................................................................    7.11
(b)          ................................................................    7.11
(c)          ................................................................    N.A.
312(a)       ................................................................    2.05
(b)          ................................................................    11.02
(c)          ................................................................    11.02
313(a)       ................................................................    7.06
(b)(1)       ................................................................    N.A.
(b)(2)       ................................................................    7.06
(c)(1)       ................................................................    11.02
(c)(2)       ................................................................    11.02
(d)          ................................................................    7.06
314(a)       ................................................................    4.02; 4.11; 4.12
(b)          ................................................................    N.A.
(c)(1)       ................................................................    11.04.
(c)(2)       ................................................................    11.04.
(c)(3)       ................................................................    N.A.
(d)          ................................................................    N.A.
(e)          ................................................................    11.05
315(a)       ................................................................    7.01
(b)          ................................................................    7.05; 11.02
(c)          ................................................................    7.01
(d)          ................................................................    7.01
(e)          ................................................................    6.11
316(a)(1)(A) ................................................................    6.05
(a)(1)(B)    ................................................................    6.04
(a)(2)       ................................................................    N.A.
(b)          ................................................................    6.07
(c)          ................................................................    9.04
317(a)(1)    ................................................................    6.08
(a)(2)       ................................................................    6.09
(b)          ................................................................    2.04
318(a)       ................................................................    11.01
(c)          ................................................................    11.01
                                                            N.A. means Not Applicable.
</TABLE>

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                  Page
                                                                                                  ----
<S>                                                                                               <C>
              ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions......................................................................     1
Section 1.02. Other Definitions................................................................    29
Section 1.03. Incorporation by Reference of Trust Indenture Act................................    29
Section 1.04. Rules of Construction............................................................    29

                              ARTICLE 2 THE NOTES

Section 2.01. Form and Dating..................................................................    30
Section 2.02. Execution and Authentication.....................................................    30
Section 2.03. Registrar and Paying Agent.......................................................    31
Section 2.04. Paying Agent To Hold Money in Trust..............................................    31
Section 2.05. Noteholder Lists.................................................................    31
Section 2.06. Transfer and Exchange............................................................    32
Section 2.07. Replacement Notes................................................................    32
Section 2.08. Outstanding Notes................................................................    32
Section 2.09. Temporary Notes..................................................................    32
Section 2.10. Cancellation.....................................................................    33
Section 2.11. Defaulted Interest...............................................................    33
Section 2.12. CUSIP Numbers....................................................................    33
Section 2.13. Issuance of Additional Notes.....................................................    33

                               ARTICLE 3 REDEMPTION

Section 3.01. Notices to Trustee...............................................................    34
Section 3.02. Selection of Notes To Be Redeemed................................................    34
Section 3.03. Notice of Redemption.............................................................    34
Section 3.04. Effect of Notice of Redemption...................................................    35
Section 3.05. Deposit of Redemption Price......................................................    35
Section 3.06. Notes Redeemed in Part...........................................................    35

                                ARTICLE 4 COVENANTS

Section 4.01. Payment of Notes.................................................................    35
Section 4.02. SEC Reports......................................................................    35
Section 4.03. Limitation on Indebtedness.......................................................    36
Section 4.04. Limitation on Restricted Payments................................................    38
Section 4.05. Limitation on Restrictions on Distributions from Restricted Subsidiaries.........    40
Section 4.06. Limitation on Sales of Assets and Subsidiary Stock...............................    42
Section 4.07. Limitation on Affiliate Transactions.............................................    44
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                <C>
Section 4.08. Limitation on Issuance of Guarantees of Indebtedness.............................    46
Section 4.09. Change of Control Triggering Event...............................................    47
Section 4.10. Limitation on Liens..............................................................    48
Section 4.11. Compliance Certificate...........................................................    48
Section 4.12. Further Instruments and Acts.....................................................    48
Section 4.13. Investment Grade Covenants.......................................................    48

                          ARTICLE 5 SUCCESSOR COMPANY

Section 5.01. When Company May Merge or Transfer Assets........................................    50
Section 5.02. When Subsidiary Guarantor May Merge or Transfer Assets...........................    51

                         ARTICLE 6 DEFAULTS AND REMEDIES

Section 6.01. Events of Default................................................................    52
Section 6.02. Acceleration.....................................................................    53
Section 6.03. Other Remedies...................................................................    54
Section 6.04. Waiver of Past Defaults..........................................................    54
Section 6.05. Control by Majority..............................................................    54
Section 6.06. Limitation on Suits..............................................................    54
Section 6.07. Rights of Holders to Receive Payment.............................................    55
Section 6.08. Collection Suit by Trustee.......................................................    55
Section 6.09. Trustee May File Proofs of Claim.................................................    55
Section 6.10. Priorities.......................................................................    55
Section 6.11. Undertaking for Costs............................................................    56
Section 6.12. Waiver of Stay or Extension Laws.................................................    56

                               ARTICLE 7 TRUSTEE

Section 7.01. Duties of Trustee................................................................    56
Section 7.02. Rights of Trustee................................................................    57
Section 7.03. Individual Rights of Trustee.....................................................    58
Section 7.04. Trustee's Disclaimer.............................................................    58
Section 7.05. Notice of Defaults...............................................................    58
Section 7.06. Reports by Trustee to Holders....................................................    59
Section 7.07. Compensation and Indemnity.......................................................    59
Section 7.08. Replacement of Trustee...........................................................    60
Section 7.09. Successor Trustee by Merger......................................................    60
Section 7.10. Eligibility; Disqualification....................................................    61
Section 7.11. Preferential Collection of Claims Against Company................................    61

                  ARTICLE 8 DISCHARGE OF INDENTURE; DEFEASANCE

Section 8.01. Discharge of Liability on Notes; Defeasance......................................    61
Section 8.02. Conditions to Defeasance.........................................................    62
Section 8.03. Application of Trust Money.......................................................    63
Section 8.04. Repayment to Company.............................................................    63
Section 8.05. Indemnity for Government Obligations.............................................    64
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                   <C>
Section 8.06.    Reinstatement....................................................................    64

                              ARTICLE 9 AMENDMENTS

Section 9.01.    Without Consent of Holders.......................................................    64
Section 9.02.    With Consent of Holders..........................................................    65
Section 9.03.    Compliance with Trust Indenture Act..............................................    65
Section 9.04.    Revocation and Effect of Consents and Waivers....................................    66
Section 9.05.    Notation on or Exchange of Notes.................................................    66
Section 9.06.    Trustee To Sign Amendments.......................................................    66
Section 9.07.    Payment for Consent..............................................................    66

                        ARTICLE 10 SUBSIDIARY GUARANTIES

Section 10.01.   Guaranties.......................................................................    67
Section 10.02.   Limitation on Liability..........................................................    68
Section 10.03.   Successors and Assigns...........................................................    68
Section 10.04.   No Waiver........................................................................    69
Section 10.05.   Modification.....................................................................    69
Section 10.06.   Release of Subsidiary Guarantor..................................................    69
Section 10.07.   Form of Supplemental Indenture...................................................    69

                            ARTICLE 11 MISCELLANEOUS

Section 11.01.   Trust Indenture Act Controls.....................................................    69
Section 11.02.   Notices..........................................................................    69
Section 11.03.   Communication by Holders with Other Holders......................................    70
Section 11.04.   Certificate and Opinion as to Conditions Precedent...............................    71
Section 11.05.   Statements Required in Certificate or Opinion....................................    71
Section 11.06.   When Notes Disregarded...........................................................    71
Section 11.07.   Rules by Trustee, Paying Agent and Registrar.....................................    71
Section 11.08.   Legal Holidays...................................................................    71
Section 11.09.   Governing Law....................................................................    72
Section 11.10.   No Recourse Against Others.......................................................    72
Section 11.11.   Successors.......................................................................    72
Section 11.12.   Multiple Originals...............................................................    72
Section 11.13.   Table of Contents; Headings......................................................    72
</TABLE>

                                       iii
<PAGE>

Exhibit I - Form of Supplemental Indenture to be Delivered By Subsidiary
Guarantors

Appendix - Rule 144A/Regulation S Appendix

      Exhibit A (to Appendix) - Form of Initial Note

Exhibit II - Form of Exchange Note

                                       iv
<PAGE>

            INDENTURE dated as of October 22, 2004, between CITGO PETROLEUM
CORPORATION, a Delaware corporation (the "Company"), and J.P. MORGAN TRUST
COMPANY, NATIONAL ASSOCIATION, a national banking association (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 Notes.

                                   ARTICLE 1

                   Definitions and Incorporation by Reference

            Section 1.01. Definitions.

            "Additional Assets" means:

            (1) any property, plant or equipment used in a Related Business;

            (2) the Capital Stock of a Person that becomes a Restricted
      Subsidiary as a result of the acquisition of such Capital Stock by the
      Company or another Restricted Subsidiary; or

            (3) Capital Stock constituting a minority interest in any Person
      that at such time is a Restricted Subsidiary;

            provided, however, that any such Restricted Subsidiary described in
clause (2) or (3) above is primarily engaged in a Related Business.

            "Additional Notes" means, subject to the Company's compliance with
Section 4.03, 6% Senior Notes due 2011 issued from time to time after the Issue
Date under the terms of this Indenture (other than pursuant to Section 2.06,
2.07, 2.09 or 3.06 of this Indenture and other than Exchange Notes or Private
Exchange Notes issued pursuant to an exchange offer for other Notes outstanding
under this Indenture).

            "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 the purposes of this definition,
"control" when used with respect to any Person means 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" have meanings correlative to the foregoing.

            "Asset Disposition" means any sale, lease, transfer or other
disposition by the Company or any Restricted Subsidiary, including any
disposition by means of a merger, consolidation or similar transaction (each
referred to for the purposes of this definition as a "disposition"), of:

<PAGE>

            (1) any shares of Capital Stock, or other ownership interests, of a
      Restricted Subsidiary (other than directors' qualifying shares or shares
      required by applicable law to be held by a Person other than the Company
      or a Restricted Subsidiary);

            (2) substantially all the assets of any division or line of business
      of the Company or any Restricted Subsidiary; or

            (3) any other assets of the Company or any Restricted Subsidiary
      outside of the ordinary course of business of the Company or such
      Restricted Subsidiary

other than, in the case of clauses (1), (2) and (3) above, (A) a disposition by
a Restricted Subsidiary to the Company or by the Company to a Restricted
Subsidiary, (B) for purposes of Section 4.06 only, (x) a disposition that
constitutes a Restricted Payment (or would constitute a Restricted Payment but
for the exclusions from the definition thereof) and that is not prohibited by
Section 4.04, and (y) a disposition of all or substantially all the assets of
the Company in accordance with Section 5.01, (C) a disposition, whether in a
single transaction or a series of related transactions, of assets with a fair
market value of less than $10,000,000), (D) sales pursuant to a Qualified
Receivables Transaction of accounts receivable and related assets of the type
specified in the definition of "Qualified Receivables Transaction" to a
Receivables Subsidiary (in the case of a sale by the Company or any of its
Restricted Subsidiaries) or any other Person (in the case of a sale by a
Receivables Subsidiary), in each case, for the fair market value thereof,
including cash in an amount at least equal to 90% of the fair market value
thereof as determined in accordance with GAAP, (E) sales by the Company or any
Restricted Subsidiary of hydrocarbons or refined products therefrom that the
Company or any Restricted Subsidiary had previously acquired from the Permitted
Holder or any of its Subsidiaries pursuant to an arrangement between the Company
and the Permitted Holder providing for the resale by the Company or any
Restricted Subsidiary of the Permitted Holder's products for a customary fee,
(F) sales by the Company or any Restricted Subsidiary of inventory at fair
market value for cash consideration to the extent such cash consideration is
applied by the Company or such Restricted Subsidiary within 20 days of such sale
to acquire hydrocarbons or refined products, (G) the surrender or waiver of
contractual rights or the settlement, release or surrender of contract, tort or
other claims of any kind, (H) the exchange of assets held by the Company or a
Restricted Subsidiary for assets held by any Person or entity; provided that (i)
the assets received by the Company or such Restricted Subsidiary in any such
exchange will immediately constitute, be part of, or be used by the Company or
such Restricted Subsidiary; and (ii) any such assets received are of comparable
fair market value to the assets exchanged as determined in good faith by the
Company, and (I) a disposition of cash or Temporary Cash Investments.

            "Attributable Debt" in respect of a Sale/Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest rate borne by the Notes, compounded annually) of the total obligations
of the lessee for rental payments during the remaining term of the lease
included in such Sale/Leaseback Transaction (including any period for which such
lease has been extended); provided, however, that if such Sale/Leaseback
Transaction results in a Capital Lease Obligation, the amount of Indebtedness
represented thereby will be determined in accordance with the definition of
"Capital Lease Obligation".

                                       2
<PAGE>

            "Average Life" means, as of the date of determination, with respect
to any Indebtedness, the quotient obtained by dividing (1) the sum of the
products of the numbers of years from the date of determination to the dates of
each successive scheduled principal payment of such Indebtedness or redemption
or similar payment with respect to such Indebtedness multiplied by the amount of
such payment by (2) the sum of all such payments.

            "Board of Directors" with respect to a Person means the Board of
Directors of such Person or any committee thereof duly authorized to act on
behalf of such Board.

            "Business Day" means each day which is not a Legal Holiday.

            "Capital Lease Obligation" means an obligation that is required to
be classified and accounted for as a capital lease for financial reporting
purposes in accordance with GAAP, and the amount of Indebtedness represented by
such obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty. For purposes of Section 4.10, a Capital Lease Obligation shall be
deemed to be secured by a Lien on the property being leased.

            "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such equity.

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

            (1) prior to the first public offering of common stock of the
      Company, the Permitted Holder ceases to be the "beneficial owner" (as
      defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
      indirectly, of a majority in the aggregate of the total voting power of
      the Voting Stock of the Company, whether as a result of issuance of
      securities of the Company, any merger, consolidation, liquidation or
      dissolution of the Company, or any direct or indirect transfer of
      securities or otherwise (for purposes of this clause (1) and clause (2)
      below, the Permitted Holder shall be deemed to beneficially own any Voting
      Stock of a Person (the "specified person") held by any other Person (the
      "parent entity") so long as the Permitted Holder beneficially owns (as so
      defined), directly or indirectly, in the aggregate a majority of the
      voting power of the Voting Stock of the parent entity);

            (2) after the first public offering of common stock of the Company,
      any "person" (as such term is used in Sections 13(d) and 14(d) of the
      Exchange Act), other than the Permitted Holder, is or becomes the
      beneficial owner (as defined in clause (1) above, except that for purposes
      of this clause (2) such person shall be deemed to have "beneficial
      ownership" of all shares that any such person has the right to acquire,
      whether such right is exercisable immediately or only after the passage of
      time), directly or indirectly, of more than 50% of the total voting power
      of the Voting Stock of the Company; provided, however, that the Permitted

                                       3
<PAGE>

      Holder beneficially owns (as defined in clause (1) above), directly or
      indirectly, in the aggregate a lesser percentage of the total voting power
      of the Voting Stock of the Company than such other person and does not
      have the right or ability by voting power, contract or otherwise to elect
      or designate for election a majority of the Board of Directors of the
      Company (for the purposes of this clause (2), such other person shall be
      deemed to beneficially own any Voting Stock of a specified person held by
      a parent entity, if such other person is the beneficial owner (as defined
      in this clause (2)), directly or indirectly, of more than 35% of the
      voting power of the Voting Stock of such parent entity and the Permitted
      Holder beneficially owns (as defined in clause (1) above), directly or
      indirectly, in the aggregate a lesser percentage of the voting power of
      the Voting Stock of such parent entity and does not have the right or
      ability by voting power, contract or otherwise to elect or designate for
      election a majority of the board of directors of such parent entity);

            (3) individuals who on the Issue Date constituted the Board of
      Directors of the Company (together with any new directors whose election
      by such Board of Directors of the Company, or whose nomination for
      election by the shareholders of the Company, was (A) approved by a vote of
      a majority of the directors of the Company then still in office who were
      either directors on the Issue Date or whose election or nomination for
      election was previously so approved or (B) approved by the Permitted
      Holder at a time when the Permitted Holder held, directly or indirectly, a
      majority in the aggregate of the total voting power of the Voting Stock of
      the Company) cease for any reason to constitute a majority of the Board of
      Directors of the Company then in office;

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

            (5) the merger or consolidation of the Company with or into another
      Person or the merger of another Person with or into the Company, or the
      sale of all or substantially all the assets of the Company (determined on
      a consolidated basis) to another Person other than (i) a transaction in
      which the survivor or transferee is a Person that is controlled by the
      Permitted Holder or (ii) a transaction following which (A) in the case of
      a merger or consolidation transaction, holders of securities that
      represented 100% of the Voting Stock of the Company immediately prior to
      such transaction (or other securities into which such securities are
      converted as part of such merger or consolidation transaction) own
      directly or indirectly at least a majority of the voting power of the
      Voting Stock of the surviving Person in such merger or consolidation
      transaction immediately after such transaction and in substantially the
      same proportion as before the transaction and (B) in the case of a sale of
      assets transaction, each transferee becomes an obligor in respect of the
      Notes and a Subsidiary of the transferor of such assets.

            "Change of Control Triggering Event" means the occurrence of both a
Change of Control and a Rating Decline with respect to the Notes.

            "Chalmette Refining" means Chalmette Refining LLC, a Delaware
limited liability company.

                                       4
<PAGE>

            "Code" means the Internal Revenue Code of 1986, as amended.

            "Commodity Agreement" means any commodity or raw material futures
contract, commodity or raw materials option, or any other agreement designed to
protect against or manage exposure to fluctuations in commodity or raw materials
prices, other than hydrocarbons.

            "Company" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained herein and required by the TIA, each other obligor on
the indenture securities.

            "Consolidated Coverage Ratio" as of any date of determination means
the ratio of (x) the aggregate amount of EBITDA for the period of the most
recent four consecutive fiscal quarters prior to the date of such determination
for which internal financial statements are available to (y) Consolidated
Interest Expense for such four fiscal quarters; provided, however, that:

            (1) if the Company or any Restricted Subsidiary has Incurred any
      Indebtedness since the beginning of such period that remains outstanding
      or if the transaction giving rise to the need to calculate the
      Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both,
      EBITDA and Consolidated Interest Expense for such period shall be
      calculated after giving effect on a pro forma basis to such Indebtedness
      as if such Indebtedness had been Incurred on the first day of such period;

            (2) if the Company or any Restricted Subsidiary has repaid,
      repurchased, defeased or otherwise discharged any Indebtedness since the
      beginning of such period or if any Indebtedness is to be repaid,
      repurchased, defeased or otherwise discharged (in each case other than
      Indebtedness Incurred under any revolving credit facility unless such
      Indebtedness has been permanently repaid and has not been replaced) on the
      date of the transaction giving rise to the need to calculate the
      Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for
      such period shall be calculated on a pro forma basis as if such discharge
      had occurred on the first day of such period and as if the Company or such
      Restricted Subsidiary had not earned the interest income actually earned
      during such period in respect of cash or Temporary Cash Investments used
      to repay, repurchase, defease or otherwise discharge such Indebtedness;

            (3) if since the beginning of such period the Company or any
      Restricted Subsidiary shall have made any Asset Disposition, EBITDA for
      such period shall be reduced by an amount equal to EBITDA (if positive)
      directly attributable to the assets which are the subject of such Asset
      Disposition for such period, or increased by an amount equal to EBITDA (if
      negative), directly attributable thereto for such period and Consolidated
      Interest Expense for such period shall be reduced by an amount equal to
      the Consolidated Interest Expense directly attributable to any
      Indebtedness of the Company or any Restricted Subsidiary repaid,
      repurchased, defeased or otherwise discharged with respect to the Company
      and its continuing Restricted Subsidiaries in connection with such Asset
      Disposition for such period (or, if the Capital Stock of any Restricted
      Subsidiary is sold, the Consolidated Interest Expense for such period
      directly attributable to

                                       5
<PAGE>

      the Indebtedness of such Restricted Subsidiary to the extent the Company
      and its continuing Restricted Subsidiaries are no longer liable for such
      Indebtedness after such sale);

            (4) if since the beginning of such period the Company or any
      Restricted Subsidiary (by merger or otherwise) shall have made a Material
      Investment in any Restricted Subsidiary (or any person which becomes a
      Restricted Subsidiary) or an acquisition of assets, including any
      acquisition of assets occurring in connection with a transaction requiring
      a calculation to be made hereunder, which constitutes all or substantially
      all of an operating unit of a business, EBITDA and Consolidated Interest
      Expense for such period shall be calculated after giving pro forma effect
      thereto (including the Incurrence of any Indebtedness and any pro forma
      expense and cost reductions that have occurred or are reasonably expected
      to occur, in the reasonable judgment of the chief financial officer of the
      Company (regardless of whether those cost savings or operating
      improvements could then be reflected in pro forma financial statements in
      accordance with Regulation S-X promulgated under the Securities Act or any
      regulation or policy of the SEC related thereto)) as if such Material
      Investment or acquisition occurred on the first day of such period; and

            (5) if since the beginning of such period any Person (that
      subsequently became a Restricted Subsidiary or was merged with or into the
      Company or any Restricted Subsidiary since the beginning of such period)
      shall have made any Asset Disposition, any Investment or acquisition of
      assets that would have required an adjustment pursuant to clause (3) or
      (4) above if made by the Company or a Restricted Subsidiary during such
      period, EBITDA and Consolidated Interest Expense for such period shall be
      calculated after giving pro forma effect thereto as if such Asset
      Disposition, Investment or acquisition occurred on the first day of such
      period.

For purposes of this definition, whenever pro forma effect is to be given to an
acquisition of assets, the amount of income or earnings relating thereto and the
amount of Consolidated Interest Expense associated with any Indebtedness
Incurred in connection therewith, the pro forma calculations shall be determined
in good faith by a responsible financial or accounting Officer of the Company.
If any Indebtedness bears a floating rate of interest and is being given pro
forma effect, the interest on such Indebtedness shall be calculated as if the
rate in effect on the date of determination had been the applicable rate for the
entire period (taking into account any Interest Rate Agreement applicable to
such Indebtedness if such Interest Rate Agreement has a remaining term in excess
of 12 months).

            "Consolidated Interest Expense" means, for any period, the total
interest expense of the Company and its consolidated Restricted Subsidiaries,
plus, to the extent not included in such total interest expense, and to the
extent incurred by the Company or its Restricted Subsidiaries, without
duplication:

            (1) interest component of Capital Lease Obligations;

            (2) amortization of debt discount;

            (3) capitalized interest;

                                       6
<PAGE>

            (4) non-cash interest expense;

            (5) commissions, discounts and other fees and charges owed with
      respect to letters of credit and bankers' acceptance financing;

            (6) net payments pursuant to Hedging Obligations arising from
      Interest Rate Agreements or Currency Agreements;

            (7) dividends accrued in respect of all Preferred Stock held by
      Persons other than the Company or a Restricted Subsidiary (other than
      dividends payable solely in Capital Stock (other than Disqualified Stock)
      of the Company); and

            (8) interest accruing on any Indebtedness of any other Person to the
      extent such Indebtedness is Guaranteed by (or secured by the assets of)
      the Company or any Restricted Subsidiary, other than pursuant to Ordinary
      Course Guarantees.

            "Consolidated Net Income" means, for any period, the net income of
the Company and its consolidated Subsidiaries; provided, however, that there
shall not be included in such Consolidated Net Income:

            (1) any net income of any Person (other than the Company) if such
      Person is not a Restricted Subsidiary, except that:

                  (A) subject to the exclusion contained in clause (3) below,
            the Company's equity in the net income of any such Person for such
            period shall be included in such Consolidated Net Income up to the
            aggregate amount of cash actually distributed by such Person during
            such period to the Company or a Restricted Subsidiary as a dividend
            or other distribution (subject, in the case of a dividend or other
            distribution paid to a Restricted Subsidiary, to the limitations
            contained in clause (2) below) less, for purpose of Section 4.04
            only, the aggregate amount of Investments in LCR made pursuant to
            clause (13) of the definition of "Permitted Investments"; and

                  (B) the Company's equity in a net loss of any such Person for
            such period shall be included in determining such Consolidated Net
            Income;

            (2) any net income of any Restricted Subsidiary if such Restricted
      Subsidiary is subject to restrictions, directly or indirectly, on the
      payment of dividends or the making of distributions by such Restricted
      Subsidiary, directly or indirectly, to the Company, except that:

                  (A) subject to the exclusion contained in clause (3) below,
            the Company's equity in the net income of any such Restricted
            Subsidiary for such period shall be included in such Consolidated
            Net Income up to the aggregate amount of cash actually distributed
            by such Restricted Subsidiary during such period to the Company or
            another Restricted Subsidiary as a dividend or other distribution
            (subject, in the case of a dividend or other distribution paid to
            another Restricted Subsidiary, to the limitation contained in this
            clause); and

                                       7
<PAGE>

                  (B) the Company's equity in a net loss of any such Restricted
            Subsidiary for such period shall be included in determining such
            Consolidated Net Income;

            (3) any gain (or loss) realized upon the sale or other disposition
      of any assets of the Company, its consolidated Subsidiaries or any other
      Person (including pursuant to any sale-and-leaseback arrangement) which is
      not sold or otherwise disposed of in the ordinary course of business and
      any gain (or loss) realized upon the sale or other disposition of any
      Capital Stock of any Person;

            (4) extraordinary gains or losses; and

            (5) the cumulative effect of a change in accounting principles;

in each case, for such period. Notwithstanding the foregoing, for the purpose of
Section 4.04 only, there shall be excluded from Consolidated Net Income any
repurchases, repayments or redemptions of Investments, proceeds realized on the
sale of Investments or return of capital to the Company or a Restricted
Subsidiary to the extent such repurchases, repayments, redemptions, proceeds or
returns increase the amount of Restricted Payments permitted under such Section
pursuant to clause (a)(3)(D) thereof. In addition, notwithstanding the
foregoing, for the purposes of Section 4.04 only, there shall be excluded from
Consolidated Net Income any nonrecurring charges relating to any premium or
penalty paid, write off of deferred finance costs or other charges in connection
with redeeming or retiring any Indebtedness prior to its stated maturity.

            "Consolidated Net Tangible Assets" as of any date of determination,
means the consolidated total assets of the Company and its Restricted
Subsidiaries determined in accordance with GAAP, less the sum of

            (1) all current liabilities and current liability items; and

            (2) all goodwill, trade names, trademarks, patents, organization
      expense, unamortized debt discount and expense and other similar
      intangibles properly classified as intangibles in accordance with GAAP.

            "Consolidated Net Worth" means the total of the amounts shown on the
balance sheet of the Company and its consolidated Subsidiaries, determined on a
consolidated basis in accordance with GAAP, as of the end of the most recent
fiscal quarter of the Company for which internal financial statements are
available prior to the taking of any action for the purpose of which the
determination is being made, as the sum of:

            (1) the par or stated value of all outstanding Capital Stock of the
      Company plus

            (2) paid-in capital or capital surplus relating to such Capital
      Stock plus

            (3) any retained earnings or earned surplus;

less (A) any accumulated deficit and (B) any amounts attributable to
Disqualified Stock.

                                       8
<PAGE>

            "Credit Facilities" means one or more debt facilities (including,
without limitation, the Three-Year Credit Agreement), commercial paper
facilities or Debt Issuances, in each case with banks, investment banks,
insurance companies, mutual funds and/or other institutional lenders or
institutional investors providing for revolving credit loans, term loans,
receivables financing (including through the sale of receivables to such lenders
or to special purpose entities formed to borrow from (or sell receivables to)
such lenders against such receivables), letters of credit or Debt Issuances, in
each case, as amended, extended, renewed, restated, Refinanced (including,
Refinancing with Debt Issuances), supplemented or otherwise modified (in whole
or in part, and without limitation as to amount, terms, conditions, covenants
and other provisions) from time to time.

            "Currency Agreement" means any foreign exchange contract, currency
swap agreement or other similar agreement designed to protect against or manage
exposure to fluctuations in currency values.

            "Debt Issuances" means, with respect to the Company or any
Guarantor, one or more issuances after the Issue Date of Indebtedness evidenced
by notes, debentures, bonds or other similar securities or instruments.

            "Default" means any event which is, or after notice or passage of
time or both would be, an Event of Default.

            "Disqualified Stock" means, with respect to any Person, any Capital
Stock which by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder) or upon
the happening of any event:

            (1) matures or is mandatorily redeemable (other than redeemable only
      for Capital Stock of such Person which is not itself Disqualified Stock)
      pursuant to a sinking fund obligation or otherwise;

            (2) is convertible or exchangeable at the option of the holder for
      Indebtedness or Disqualified Stock; or

            (3) is mandatorily redeemable or must be purchased upon the
      occurrence of certain events or otherwise, in whole or in part;

on or prior to the Stated Maturity of the Notes; provided, however, that any
Capital Stock that would not constitute Disqualified Stock but for provisions
thereof giving holders thereof the right to require such Person to purchase or
redeem such Capital Stock upon the occurrence of an "asset sale" or "change of
control" occurring prior to the Stated Maturity of the Notes shall not
constitute Disqualified Stock if: (1) the "asset sale" or "change of control"
provisions applicable to such Capital Stock are not more favorable to the
holders of such Capital Stock than the terms applicable to the Notes in Sections
4.06 and 4.09 of this Indenture and (2) any such requirement only becomes
operative after compliance with such terms applicable to the Notes, including
the purchase of any Notes tendered pursuant thereto.

            The amount of any Disqualified Stock that does not have a fixed
redemption, repayment or repurchase price shall be calculated in accordance with
the terms of such Disqualified Stock as if such Disqualified Stock were
redeemed, repaid or

                                       9
<PAGE>

repurchased on any date on which the amount of such Disqualified Stock is to be
determined pursuant to the Indenture; provided, however, that if such
Disqualified Stock could not be required to be redeemed, repaid or repurchased
at the time of such determination, the redemption, repayment or repurchase price
shall be the book value of such Disqualified Stock as reflected in the most
recent financial statements of such Person.

            "EBITDA" for any period means the sum of Consolidated Net Income,
plus the following to the extent deducted in calculating such Consolidated Net
Income:

            (1) all income tax expense of the Company and its consolidated
      Restricted Subsidiaries;

            (2) Consolidated Interest Expense;

            (3) depreciation and amortization expense of the Company and its
      consolidated Restricted Subsidiaries (excluding amortization expense
      attributable to a prepaid operating activity item that was paid in cash in
      a prior period but including amortization of prepaid turnaround costs);
      and

            (4) all other non-cash charges of the Company and its consolidated
      Restricted Subsidiaries (excluding any such non-cash charge to the extent
      that it represents an accrual of or reserve for cash expenditures in any
      future period);

in each case for such period. Notwithstanding the foregoing, the provision for
taxes based on the income or profits of, and the depreciation and amortization
and non-cash charges of, a Restricted Subsidiary shall be added to Consolidated
Net Income to compute EBITDA only to the extent (and in the same proportion,
including by reason of minority interests) that the net income or loss of such
Restricted Subsidiary was included in calculating Consolidated Net Income and
only if a corresponding amount would be permitted at the date of determination
to be dividended to the Company by such Restricted Subsidiary without prior
approval (that has not been obtained), pursuant to the terms of its charter and
all agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to such Restricted Subsidiary or its
stockholders.

            "Equity Offering" means (i) any primary public offering or private
placement to any Person of Capital Stock (other than Disqualified Stock) of the
Company or (ii) any cash capital contribution received by the Company from any
holder of Capital Stock of the Company and which is accounted for as additional
Capital Stock equity (other than Disqualified Stock).

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

            "Exchange Notes" means the debt securities of the Company issued
pursuant to the Indenture in exchange for, and in an aggregate principal amount
equal to up to the aggregate principal amount of the Notes, in compliance with
the terms of the Registration Rights Agreement.

                                       10
<PAGE>

            "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the Issue Date, including those set forth
in:

            (1) the opinions and pronouncements of the Accounting Principles
      Board of the American Institute of Certified Public Accountants;

            (2) statements and pronouncements of the Financial Accounting
      Standards Board; and

            (3) such other statements by such other entity as approved by a
      significant segment of the accounting profession.

            "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any Person and
any obligation, direct or indirect, contingent or otherwise, of such Person:

            (1) to purchase or pay (or advance or supply funds for the purchase
      or payment of) such Indebtedness of such Person (whether arising by virtue
      of partnership arrangements, or by agreements to keep-well, to purchase
      assets, goods, securities or services, to take-or-pay or to maintain
      financial statement conditions or otherwise); or

            (2) entered into for the purpose of assuring in any other manner the
      obligee of such Indebtedness of the payment thereof or to protect such
      obligee against loss in respect thereof (in whole or in part);

provided, however, that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business or any subordination of
claims. The term "Guarantee" used as a verb has a corresponding meaning. The
term "Guarantor" shall mean any Person Guaranteeing any obligation.

            "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement, Currency Agreement, Hydrocarbon
Agreement or Commodity Agreement.

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

            "Hydrocarbon Agreement" means any purchase or hedging agreement of
hydrocarbons or refined products therefrom, future contract or option, or any
other agreement designed to protect against or manage exposure to fluctuations
in the price of hydrocarbons or refined products therefrom.

            "Incur" means issue, assume, Guarantee, incur or otherwise become
liable for; provided, however, that any Indebtedness or Capital Stock of a
Person existing at the time such Person becomes a Restricted Subsidiary (whether
by merger, consolidation, acquisition or otherwise) shall be deemed to be
Incurred by such Person at the time it becomes a Restricted Subsidiary. The term
"Incurrence" when used as a noun shall have a corresponding meaning. Solely for
purposes of determining compliance with Section 4.03:

                                       11
<PAGE>

            (1) amortization of debt discount or the accretion of principal with
      respect to a non-interest bearing or other discount security;

            (2) the payment of regularly scheduled interest in the form of
      additional Indebtedness of the same instrument or the payment of regularly
      scheduled dividends on Capital Stock in the form of additional Capital
      Stock of the same class and with the same terms; and

            (3) the obligation to pay a premium in respect of Indebtedness
      arising in connection with the issuance of a notice of redemption or
      making of a mandatory offer to purchase such Indebtedness

shall not be deemed to be the Incurrence of Indebtedness.

            "Indebtedness" means, with respect to any Person on any date of
determination (without duplication):

            (1) the principal in respect of (A) indebtedness of such Person for
      money borrowed and (B) indebtedness evidenced by notes, debentures, bonds
      or other similar instruments for the payment of which such Person is
      responsible or liable, including, in each case, any premium on such
      indebtedness to the extent such premium has become due and payable;

            (2) all Capital Lease Obligations of such Person and all
      Attributable Debt in respect of Sale/Leaseback Transactions entered into
      by such Person;

            (3) all obligations of such Person issued or assumed as the deferred
      purchase price of property, all conditional sale obligations of such
      Person and all obligations of such Person under any title retention
      agreement (but excluding trade accounts payable arising in the ordinary
      course of business);

            (4) all obligations of such Person for the reimbursement of any
      obligor on any letter of credit, bankers' acceptance or similar credit
      transaction (other than obligations with respect to letters of credit
      securing obligations (other than obligations covered in clauses (1)
      through (3) above) entered into in the ordinary course of business of such
      Person to the extent such letters of credit are not drawn upon or, if and
      to the extent drawn upon, such drawing is reimbursed no later than the
      tenth Business Day following payment on the letter of credit);

            (5) the amount of all obligations of such Person that arise prior to
      the first anniversary of the Stated Maturity of the Notes with respect to
      the redemption, repayment or other repurchase of any Capital Stock of such
      Person or any Subsidiary of such Person or that are determined by the
      value of such Capital Stock, the amount of such obligations to be
      determined in accordance with the Indenture (but excluding, in each case,
      any accrued dividends);

            (6) all obligations of the type referred to in clauses (1) through
      (5) of other Persons and all dividends of other Persons for the payment of
      which, in either case, such Person is responsible or liable, directly or
      indirectly, as obligor, guarantor or otherwise, including by means of any
      Guarantee;

                                       12
<PAGE>

            (7) all obligations of the type referred to in clauses (1) through
      (6) of other Persons secured by any Lien on any property or asset of such
      Person (whether or not such obligation is assumed by such Person), the
      amount of such obligation being deemed to be the lesser of the value of
      such property or assets and the amount of the obligation so secured; and

            (8) to the extent not otherwise included in this definition, Hedging
      Obligations of such Person.

            Notwithstanding the foregoing, in connection with the purchase by
the Company or any Restricted Subsidiary of any business, the term
"Indebtedness" shall exclude post-closing payment adjustments to which the
seller may become entitled to the extent such payment is determined by a final
closing balance sheet or such payment depends on the performance of such
business after the closing; provided, however, that, at the time of closing, the
amount of any such payment is not determinable and, to the extent such payment
thereafter becomes fixed and determined, the amount is paid within 30 days
thereafter.

            The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above and the maximum liability, upon the occurrence of the contingency giving
rise to the obligation, of any contingent obligations at such date (but
excluding penalties, indemnities and costs), provided, however, that in the case
of Indebtedness sold at a discount, the amount of such Indebtedness at any time
will be the accreted value thereof at such time.

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

            "Independent Qualified Party" means an investment banking firm,
accounting firm or appraisal firm of national standing in the United States of
the Company's choice; provided, however, that in each case such firm is not an
Affiliate of the Company.

            "Initial Notes" means (1) $250,000,000 aggregate principal amount of
6% Senior Notes due 2011 issued on the Issue Date, and (2) Additional Notes, if
any, issued in a transaction exempt from the registration requirements of the
Securities Act.

            "Initial Purchasers" means (1) with respect to the Initial Notes
issued on the Issue Date, Lehman Brothers Inc., BNP Paribas Securities Corp.,
BNY Capital Markets, Inc., Citigroup Global Markets Inc., SG Americas
Securities, LLC and WestLB AG, London Branch, and (2) with respect to each
issuance of Additional Notes, the Persons purchasing or underwriting such
Additional Notes under the related Purchase Agreement.

            "Intercompany Trade Arrangements" means transactions between the
Company and the Permitted Holder pursuant to which the Permitted Holder sells
hydrocarbons to the Company in the ordinary course of business and the Company
thereafter transfers the related trade payable to one or more of its
shareholders pending payment thereof and subsequently dividends or otherwise
transfers funds to such

                                       13
<PAGE>

shareholder in an amount equal to such trade payable, which amount is used by
such shareholder to discharge such trade payable.

            "Interest Rate Agreement" means any interest rate swap agreement,
interest rate cap agreement or other financial agreement or arrangement
(including caps, swaps, floors, collars and similar arrangements) designed to
protect against or manage exposure to fluctuations in interest rates.

            "Investment" in any Person means any direct or indirect advance,
loan (other than advances to customers in the ordinary course of business that
are recorded as accounts receivable on the balance sheet of the lender) or other
extensions of credit (including by way of Guarantee or similar arrangement) or
capital contribution to (by means of any transfer of cash or other property to
others or any payment for property or services for the account or use of
others), or any purchase or acquisition of Capital Stock, Indebtedness or other
similar instruments issued by such Person. Except as otherwise provided for
herein, the amount of an Investment shall be its fair value at the time the
Investment is made and without giving effect to subsequent changes in value.

            For purposes of the definition of "Unrestricted Subsidiary", the
definition of "Restricted Payment" and Section 4.04,

            (1) "Investment" shall include the portion (proportionate to the
      Company's equity interest in such Subsidiary) of the fair market value of
      the net assets of any Subsidiary of the Company at the time that such
      Subsidiary is designated an Unrestricted Subsidiary; provided, however,
      that upon a redesignation of such Subsidiary as a Restricted Subsidiary,
      the Company shall be deemed to continue to have a permanent "Investment"
      in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the
      Company's "Investment" in such Subsidiary at the time of such
      redesignation less (y) the portion (proportionate to the Company's equity
      interest in such Subsidiary) of the fair market value of the net assets of
      such Subsidiary at the time of such redesignation; and

            (2) any property transferred to or from an Unrestricted Subsidiary
      shall be valued at its fair market value at the time of such transfer, in
      each case as determined in good faith by the Board of Directors of the
      Company.

            "Investment Grade Rating" means:

            (1) A Moody's rating of Baa3 or higher and an S&P rating of at least
      BB+ or

            (2) A Moody's rating of Ba1 or higher and an S&P rating of at least
      BBB-;

provided, however, that if (i) either Moody's or S&P changes its rating system,
such ratings will be the equivalent ratings after such changes or (ii) if S&P or
Moody's or both shall not make a rating of the Notes publicly available, the
references above to S&P or Moody's or both, as the case may be, shall be to a
nationally recognized U.S. rating agency or agencies, as the case may be,
selected by the Company, and the references to

                                       14
<PAGE>

the ratings categories above shall be to the corresponding rating categories of
such rating agency or rating agencies, as the case may be.

            "Investment Grade Rating Event" means the first day on which the
Notes are assigned an Investment Grade Rating.

            "Issue Date" means October 22, 2004.

            "LCR" means Lyondell-CITGO Refining LP, a Delaware limited
partnership.

            "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions are not required to be open in the State of New York.

            "Lenders" has the meaning specified in the Three-Year Credit
Agreement.

            "Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any conditional sale or other title
retention agreement or lease in the nature thereof).

            "Material Investment" means an Investment which has, at the time
such Investment is made and without giving effect to subsequent changes in
value, a fair value in excess of $5,000,000.

            "Merey Sweeny" means Merey Sweeny LP, a Delaware limited
partnership.

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

            "Net Available Cash" from an Asset Disposition means cash payments
received therefrom (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise
and proceeds from the sale or other disposition of any securities received as
consideration, but only as and when received, but excluding any other
consideration received in the form of assumption by the acquiring Person of
Indebtedness or other obligations relating to such properties or assets or
received in any other non-cash form), in each case net of:

            (1) all legal, title and recording tax expenses, commissions and
      other fees and expenses incurred, and all Federal, state, provincial,
      foreign and local taxes required to be accrued as a liability under GAAP,
      as a consequence of such Asset Disposition;

            (2) all payments made on any Indebtedness which is secured by any
      assets subject to such Asset Disposition, in accordance with the terms of
      any Lien upon or other security agreement of any kind with respect to such
      assets, or which must by its terms, or in order to obtain a necessary
      consent to such Asset Disposition, or by applicable law, be repaid out of
      the proceeds from such Asset Disposition;

            (3) all distributions and other payments required to be made to
      minority interest holders in Restricted Subsidiaries as a result of such
      Asset Disposition; and

                                       15
<PAGE>

            (4) the deduction of appropriate amounts provided by the seller as a
      reserve, in accordance with GAAP, against any liabilities associated with
      the property or other assets disposed in such Asset Disposition and
      retained by the Company or any Restricted Subsidiary after such Asset
      Disposition.

            "Net Cash Proceeds", with respect to any issuance or sale of Capital
Stock or Indebtedness, means the cash proceeds of such issuance or sale net of
attorneys' fees, accountants' fees, underwriters' or placement agents' fees,
discounts or commissions and brokerage, consultant and other fees actually
Incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.

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

            "Obligations" means, with respect to any Indebtedness, all
obligations for principal, premium, interest, penalties, fees, indemnifications,
reimbursements, and other amounts payable pursuant to the documentation
governing such Indebtedness.

            "Offering Memorandum" means the Confidential Offering Memorandum
dated October 15, 2004 relating to the Initial Notes.

            "Officer" means the Chairman of the Board, the President, any Vice
President, the Treasurer or the Secretary of the Company.

            "Officers' Certificate" means a certificate signed by two Officers.

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

            "Ordinary Course Guarantees" means Guarantees issued by the Company
or any Restricted Subsidiary in the ordinary course of business with respect to
Indebtedness of any distributor or customer of the Company's or any Restricted
Subsidiary's products in an amount which, when taken together with the amount of
all other outstanding Ordinary Course Guarantees, does not exceed $35,000,000.

            "PDV America" means PDV America, Inc., a Delaware corporation.

            "PDV Chalmette" means PDV Chalmette, Inc., a Delaware corporation.

            "PDV Entity" means PDV America, PDV Chalmette, PDV Holding, PDV
Sweeny, PDV Texas, PDV USA and any other Subsidiary of PDV Holding that is not
the Company or a Subsidiary of the Company that is a party to a tax sharing or
tax allocation agreement or other similar tax sharing or tax allocation
arrangement that includes PDV Holding and the Company.

            "PDV Holding" means PDV Holding, Inc., a Delaware corporation.

            "PDV Sweeny" means PDV Sweeny, Inc., a Delaware corporation.

            "PDV Texas" means PDV Texas, Inc., a Delaware corporation.

                                       16
<PAGE>

            "PDV USA" means PDV USA, Inc., a Delaware corporation.

            "Permitted Holder" means Petroleos de Venezuela, SA, a corporation
organized in Venezuela, and its wholly owned Subsidiaries.

            "Permitted Investment" means an Investment by the Company or any
Restricted Subsidiary in:

            (1) (w) the Company, (x) a Restricted Subsidiary, (y) a government
      or any agency or political subdivision thereof holding Indebtedness of the
      Company or a Restricted Subsidiary in a principal amount equal to, and
      Incurred by the Company or such Restricted Subsidiary to provide credit
      support for, such Person's issuance of industrial revenue or similar
      tax-exempt or taxable bonds for the benefit of the Company or such
      Restricted Subsidiary or (z) a Person that will, upon the making of such
      Investment, become a Restricted Subsidiary; provided, however, that the
      primary business of such Restricted Subsidiary is a Related Business;

            (2) another Person if, as a result of such Investment, such other
      Person is merged or consolidated with or into, or transfers or conveys all
      or substantially all its assets to, the Company or a Restricted
      Subsidiary; provided, however, that such Person's primary business is a
      Related Business;

            (3) cash and Temporary Cash Investments;

            (4) receivables owing to the Company or any Restricted Subsidiary if
      created or acquired in the ordinary course of business and payable or
      dischargeable in accordance with customary trade terms; provided, however,
      that such trade terms may include such concessionary trade terms as the
      Company or any such Restricted Subsidiary deems reasonable under the
      circumstances;

            (5) payroll, travel, entertainment, relocation and similar advances
      to cover matters that are expected at the time of such advances ultimately
      to be treated as expenses for accounting purposes and that are made in the
      ordinary course of business;

            (6) loans or advances to employees made in the ordinary course of
      business consistent with past practices of the Company or such Restricted
      Subsidiary;

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

            (8) any Person to the extent such Investment represents the non-cash
      portion of the consideration received for an Asset Disposition as
      permitted pursuant to Section 4.06;

            (9) any Person where such Investment was acquired by the Company or
      any of its Restricted Subsidiaries (a) in exchange for any other
      Investment or accounts receivable held by the Company or any such
      Restricted Subsidiary in

                                       17
<PAGE>

      connection with or as a result of a bankruptcy, workout, reorganization or
      recapitalization of the issuer of such other Investment or accounts
      receivable or (b) as a result of a foreclosure by the Company or any of
      its Restricted Subsidiaries with respect to any secured Investment or
      other transfer of title with respect to any secured Investment in default;

            (10) any Person to the extent such Investments consist of prepaid
      expenses, negotiable instruments held for collection and lease, utility
      and workers' compensation, performance and other similar deposits made in
      the ordinary course of business by the Company or any Restricted
      Subsidiary;

            (11) any Person to the extent such Investments consist of Hedging
      Obligations otherwise not prohibited under Section 4.03;

            (12) any Person to the extent such Investments are in existence on
      the Issue Date;

            (13) LCR to the extent such Investments do not exceed, in the
      aggregate, the aggregate amount of cash dividends distributed after the
      Issue Date by LCR to the Company; provided, however, that such cash
      dividends have not previously served as the basis for a Restricted Payment
      made pursuant to Section 4.04;

            (14) LCR to the extent such Investments do not exceed $25,000,000 in
      the aggregate outstanding at any time;

            (15) any Specified Refinery Joint Venture to the extent such
      Investments do not exceed, in the aggregate, the aggregate amount of cash
      dividends distributed after the Issue Date by such Specified Refinery
      Joint Venture to the Company and/or the applicable Restricted Subsidiary
      or Restricted Subsidiaries; provided, however, that such cash dividends
      have not previously served as the basis for a Restricted Payment made
      pursuant to Section 4.04;

            (16) any Specified Refinery Joint Venture to the extent such
      Investment, when taken together with all other Investments made in
      Specified Refinery Joint Ventures pursuant to this clause (16) and then
      outstanding, do not exceed $25,000,000;

            (17) any obligation of a PDV Entity that results from the payment by
      the Company on behalf of such PDV Entity of income taxes owed by such PDV
      Entity pursuant to a tax sharing or tax allocation agreement or other
      similar tax sharing or tax allocation arrangement; provided, however, that
      such PDV Entity is obligated, by law or contract, to repay such obligation
      within 24 months of the date of the incurrence of such obligation; and
      provided further, that any such obligation that is not repaid within 24
      months of the date such obligation is first incurred shall be considered a
      Restricted Payment and shall be included in the calculation of the amount
      of Restricted Payments described in Section 4.04;

            (18) Investments (including debt obligations) received in connection
      with the bankruptcy or reorganization of suppliers and customers and in
      settlement of delinquent obligations of, and other disputes with,
      customers and suppliers arising in the ordinary course of business;

                                       18
<PAGE>

            (19) advances to employees for moving, relocation, travel and
      entertainment, payroll advances and other similar advances to cover
      matters that are expected at the time of such advances to be treated as
      expenses for accounting purposes and that are made in the ordinary course
      of business; and

            (20) Persons to the extent such Investments, when taken together
      with all other Investments made pursuant to this clause (20) and then
      outstanding, do not exceed the greater of (x) $100,000,000 and (y) 1.8% of
      Consolidated Net Tangible Assets (determined as of the end of the most
      recent fiscal quarter of the Company for which internal financial
      statements are available).

            "Permitted Liens" means, with respect to any Person,

            (1) pledges or deposits by such Person under worker's compensation
      laws, unemployment insurance laws or similar legislation, or good faith
      deposits in connection with bids, tenders, contracts (other than for the
      payment of Indebtedness) or leases to which such Person is a party, or
      deposits to secure public or statutory obligations of such Person or
      deposits of cash or United States government bonds to secure surety or
      appeal bonds to which such Person is a party, or deposits as security for
      contested taxes or import duties or for the payment of rent, in each case
      Incurred in the ordinary course of business;

            (2) Liens imposed by law, such as carriers', warehousemen's,
      materialmen's and mechanics' Liens, in each case for sums which are not
      overdue by a period of more than 45 days or which are being contested in
      good faith by appropriate proceedings or other Liens arising out of
      judgments or awards against such Person with respect to which such Person
      shall then be proceeding with an appeal or other proceedings for review
      and Liens arising solely by virtue of any statutory or common law
      provision relating to banker's Liens, rights of set-off or similar rights
      and remedies as to deposit accounts or other funds maintained with a
      creditor depository institution; provided, however, that (A) such deposit
      account is not a dedicated cash collateral account and is not subject to
      restrictions against access by the Company in excess of those set forth by
      regulations promulgated by the Federal Reserve Board and (B) such deposit
      account is not intended by the Company or any Restricted Subsidiary to
      provide collateral to the depository institution;

            (3) Liens for property taxes not yet subject to penalties for
      non-payment or which are being contested in good faith by appropriate
      proceedings;

            (4) Liens in favor of issuers of surety bonds or letters of credit
      issued pursuant to the request of and for the account of such Person in
      the ordinary course of its business; provided, however, that such letters
      of credit do not constitute Indebtedness;

            (5) Liens incidental to the normal conduct of the business of such
      Person or any of its Subsidiaries or the ownership of its properties or
      the conduct of the ordinary course of its business, including (A) zoning
      restrictions, easements, rights of way, reservations, restrictions on the
      use of real property and other minor irregularities of title, (B) rights
      of lessees under leases, (C) rights of collecting banks having rights of
      setoff, revocation, refund or chargeback with respect to

                                       19
<PAGE>

      money or instruments of such Person or any of its Subsidiaries on deposit
      with or in the possession of such banks, (D) Liens to secure the
      performance of statutory obligations, tenders, bids, leases, progress
      payments, performance or return-of-money bonds, performance or other
      similar bonds or other obligations of a similar nature incurred in the
      ordinary course of business; (E) Liens required by any contract or statute
      in order to permit such Person or any of its Subsidiaries to perform any
      contract or subcontract made by it with or pursuant to the requirements of
      a governmental entity, and (F) "first purchaser" Liens on crude oil, in
      each case which are not incurred in connection with the Incurrence of
      Indebtedness and which do not in the aggregate impair the use and
      operation of the assets to which they relate in the conduct of the
      business of such Person and its Subsidiaries taken as a whole;

            (6) Liens securing Indebtedness Incurred to finance the
      construction, purchase or lease of, or repairs, improvements or additions
      to, property, plant or equipment of such Person; provided, however, that
      the Lien may not extend to any other property owned by such Person or any
      of its Restricted Subsidiaries at the time the Lien is Incurred (other
      than assets and property affixed or appurtenant thereto), and the
      Indebtedness (other than any interest thereon) secured by the Lien may not
      be Incurred more than 180 days after the later of the acquisition,
      completion of construction, repair, improvement, addition or commencement
      of full operation of the property subject to the Lien;

            (7) Liens to secure Indebtedness Incurred under the Credit
      Facilities pursuant to Section 4.03;

            (8) Liens incurred on deposits made in the ordinary course of
      business in connection with workers' compensation, unemployment insurance
      and other types of social security;

            (9) Liens existing on the Issue Date;

            (10) Liens on property or shares of Capital Stock of another Person
      at the time such other Person becomes a Subsidiary of such Person;
      provided, however, that the Liens may not extend to any other property
      owned by such Person or any of its Restricted Subsidiaries (other than
      assets and property affixed or appurtenant thereto);

            (11) Liens on property at the time such Person or any of its
      Subsidiaries acquires the property, including any acquisition by means of
      a merger or consolidation with or into such Person or a Subsidiary of such
      Person; provided, however, that the Liens may not extend to any other
      property owned by such Person or any of its Restricted Subsidiaries (other
      than assets and property affixed or appurtenant thereto);

            (12) Liens securing Indebtedness or other obligations of a
      Subsidiary of such Person owing to such Person or a Restricted Subsidiary;

            (13) Liens securing Hedging Obligations permitted to be Incurred
      under the Indenture;

                                       20
<PAGE>

            14) customary Liens incurred by the Company or any Restricted
      Subsidiary and resulting from a Qualified Receivables Transaction;

            (15) Liens on properties securing all or part of the costs incurred
      in the ordinary course of business of exploration, drilling, development
      or operation thereof;

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

            (17) Liens reserved in oil and gas mineral leases for bonus or
      rental payments and for compliance with the terms of such leases;

            (18) Liens arising under partnership agreements, oil and gas leases,
      farm-out agreements, division orders, contracts for the sale, purchase,
      exchange, transportation or processing of oil, gas or other hydrocarbons,
      unitization and pooling declarations and agreements, development
      agreements, operating agreements, area of mutual interest agreements, and
      other agreements which are customary in a Related Business; and

            (19) Liens to secure any Refinancing (or successive Refinancings) as
      a whole, or in part, of any Indebtedness secured by any Lien referred to
      in the foregoing clause (6), (9) or (11); provided, however, that:

                  (A) such new Lien shall be limited to all or part of the same
            property and assets that secured or, under the written agreements
            pursuant to which the original Lien arose, could secure the original
            Lien (plus improvements and accessions to, such property or proceeds
            or distributions thereof); and

                  (B) the Indebtedness secured by such Lien at such time is not
            increased to any amount greater than the sum of (x) the outstanding
            principal amount or, if greater, committed amount of the
            Indebtedness described under clause (6), (9) or (11), at the time
            the original Lien became a Permitted Lien and (y) an amount
            necessary to pay any fees and expenses, including premiums, related
            to such refinancing, refunding, extension, renewal or replacement.

Notwithstanding the foregoing, "Permitted Liens" shall not include any Lien
described in clauses (6), (9) or (11) above to the extent such Lien applies to
any Additional Assets acquired directly or indirectly from Net Available Cash
pursuant to Section 4.06. For purposes of this definition, the term
"Indebtedness" shall be deemed to include interest on such Indebtedne

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

            "Preferred Stock", as applied to the Capital Stock of any Person,
means Capital Stock of any class or classes (however designated) which is
preferred as to the

                                       21
<PAGE>

payment of dividends or distributions, or as to the distribution of assets upon
any voluntary or involuntary liquidation or dissolution of such Person, over
shares of Capital Stock of any other class of such Person.

            "principal" of a Note means the principal of the Note plus the
premium, if any, payable on the Note which is due or overdue or is to become due
at the relevant time.

            "Principal Property" means:

            (1) any refinery and related pipelines, terminalling and processing
      equipment; or

            (2) any other real property or marketing assets or related group of
      the Company's assets having a fair market value in excess of $20,000,000.

            "Private Exchange" means the offer by the Company, pursuant to the
Registration Rights Agreement, to the Initial Purchasers to issue and deliver to
each Initial Purchaser, in exchange for the Initial Notes held by the Initial
Purchaser as part of its initial distribution, a like aggregate principal amount
of Private Exchange Notes.

            "Private Exchange Notes" means any 6% Senior Notes due 2011 issued
in connection with a Private Exchange.

            "Purchase Agreement" means with (1) respect to the Initial Notes
issued on the Issue Date, the Purchase Agreement dated October 15, 2004, among
the Company and the Initial Purchasers, and (2) with respect to each issuance of
Additional Notes, the purchase agreement or underwriting agreement among the
Company and the Persons purchasing or underwriting such Additional Notes.

            "Qualified Receivables Transaction" means any transaction or series
of transactions entered into by the Company or any of its Restricted
Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries
sells, conveys or otherwise transfers to (i) a Receivables Subsidiary (in the
case of a transfer by the Company or any of its Restricted Subsidiaries) and
(ii) any other Person (in the case of a transfer by a Receivables Subsidiary),
or grants a security interest in, any accounts receivable (whether now existing
or arising in the future) of the Company or any of its Restricted Subsidiaries,
and any assets related thereto, including all collateral securing such accounts
receivable, all contracts and all guarantees or other obligations in respect of
such accounts receivable, proceeds of such accounts receivable and other assets
which are customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions
involving accounts receivable; provided, however, that the accounts receivable
of the Company or any of its Restricted Subsidiaries subject to all Qualified
Receivables Transactions and outstanding on the date any such accounts
receivable are transferred by the Company or a Restricted Subsidiary have,
together with the accounts receivable transferred on such date, a balance that
does not exceed in the aggregate the greater of (A) $400,000,000 and (B) 5% of
net sales of the Company and its Restricted Subsidiaries during the four fiscal
quarter period ending on the last day of the most recent fiscal quarter for
which the Company has issued consolidated financial statements.

                                       22
<PAGE>

            "Rating Decline" means the occurrence of a decrease in the rating of
the Notes by one or more gradations by either Moody's or S&P (including
gradations within the rating categories, as well as between categories), within
90 days before or after the earlier of (x) a Change of Control, (y) the date of
public notice of the occurrence of a Change of Control or (z) public notice of
the intention of the Company to effect a Change of Control (which 90-day period
shall be extended so long as the rating of the Notes is under publicly announced
consideration for possible downgrade by either Moody's or S&P).

            "Receivables Subsidiary" means a Subsidiary of the Company which
engages in no activities other than in connection with the financing of accounts
receivable and which is designated by the Board of Directors of the Company (as
provided below) as a Receivables Subsidiary (a) no portion of the Indebtedness
or any other Obligations (contingent or otherwise) of which (i) is Guaranteed by
the Company or any of its Restricted Subsidiaries (but excluding customary
representations, warranties, covenants and indemnities entered into in the
ordinary course of business in connection with a Qualified Receivables
Transaction), (ii) is recourse to or obligates the Company or any of its
Restricted Subsidiaries in any way other than pursuant to customary
representations, warranties, covenants and indemnities entered into in
connection with a Qualified Receivables Transaction or (iii) subjects any
property or asset of the Company or any of its Restricted Subsidiaries (other
than accounts receivable and interests therein and related assets as provided in
the definition of "Qualified Receivables Transaction"), directly or indirectly,
contingently or otherwise, to the satisfaction thereof, other than pursuant to
customary representations, warranties, covenants and indemnities entered into in
the ordinary course of business in connection with a Qualified Receivables
Transaction, (b) with which neither the Company nor any of its Restricted
Subsidiaries has any material contract, agreement, arrangement or understanding
other than on terms no less favorable to the Company or such Restricted
Subsidiary than those that might be obtained at the time from Persons who are
not Affiliates of the Company, other than fees payable in the ordinary course of
business in connection with servicing accounts receivable and (c) with which
neither the Company nor any of its Restricted Subsidiaries has any obligation to
maintain or preserve such Subsidiary's financial condition or cause such
Subsidiary to achieve certain levels of operating results. Any such designation
by the Board of Directors of the Company will be evidenced to the Trustee by
filing with the Trustee a certified copy of the resolution of the Board of
Directors of the Company giving effect to such designation and an Officer's
Certificate certifying that such designation complied with the foregoing
conditions.

            "Refinance" means, in respect of any Indebtedness, to refinance,
extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue
other Indebtedness in exchange or replacement for, such Indebtedness.
"Refinanced" and "Refinancing" shall have correlative meanings.

            "Refinancing Indebtedness" means Indebtedness that Refinances any
Indebtedness of the Company or any Restricted Subsidiary existing on the Issue
Date or Incurred in compliance with this Indenture, including Indebtedness that
Refinances Refinancing Indebtedness; provided, however, that:

            (1) such Refinancing Indebtedness has a Stated Maturity no earlier
      than the Stated Maturity of the Indebtedness being Refinanced;

                                       23
<PAGE>

            (2) such Refinancing Indebtedness has an Average Life at the time
      such Refinancing Indebtedness is Incurred that is equal to or greater than
      the Average Life of the Indebtedness being Refinanced;

            (3) such Refinancing Indebtedness has an aggregate principal amount
      (or if Incurred with original issue discount, an aggregate issue price)
      that is equal to or less than the aggregate principal amount (or if
      Incurred with original issue discount, the aggregate accreted value) then
      outstanding or committed (plus fees and expenses, including any premium
      and defeasance costs) under the Indebtedness being Refinanced; and

            (4) if the Indebtedness being Refinanced is subordinated in right of
      payment to the Notes, such Refinancing Indebtedness is subordinated in
      right of payment to the Notes at least to the same extent as the
      Indebtedness being Refinanced;

provided further, however, that Refinancing Indebtedness shall not include (A)
Indebtedness of a Subsidiary that Refinances Indebtedness of the Company or (B)
Indebtedness of the Company or a Restricted Subsidiary that Refinances
Indebtedness of an Unrestricted Subsidiary.

            "Registration Rights Agreement" means the Registration Rights
Agreement to be dated the Issue Date, among the Company and the initial
purchasers.

            "Related Business" means any business in which the Company was
engaged on the Issue Date and any business related, ancillary or complementary
to any business of the Company in which the Company was engaged on the Issue
Date.

            "Restricted Payment" with respect to any Person means

            (1) the declaration or payment of any dividends or any other
      distributions of any sort in respect of its Capital Stock (including any
      payment in connection with any merger or consolidation involving such
      Person) or similar payment to the direct or indirect holders of its
      Capital Stock (other than dividends or distributions payable solely in its
      Capital Stock (other than Disqualified Stock) and dividends or
      distributions payable solely to the Company or a Restricted Subsidiary,
      and other than pro rata dividends or other distributions made by a
      Subsidiary that is not a Restricted Subsidiary to minority stockholders
      (or owners of an equivalent interest in the case of a Subsidiary that is
      an entity other than a corporation));

            (2) the purchase, redemption or other acquisition or retirement for
      value of any Capital Stock of the Company held by any Person or of any
      Capital Stock of a Restricted Subsidiary held by any Affiliate of the
      Company (other than a Restricted Subsidiary), including in connection with
      any merger or consolidation and including the exercise of any option to
      exchange any Capital Stock (other than into Capital Stock of the Company
      that is not Disqualified Stock);

            (3) the purchase, repurchase, redemption, defeasance or other
      acquisition or retirement for value, prior to scheduled maturity,
      scheduled repayment or scheduled sinking fund payment of any Subordinated
      Obligations of such Person

                                       24
<PAGE>

      (other than the purchase, repurchase or other acquisition of Subordinated
      Obligations purchased in anticipation of satisfying a sinking fund
      obligation, principal installment or final maturity, in each case due
      within one year of the date of such purchase, repurchase or other
      acquisition); or

            (4) the making of any Investment (other than a Permitted Investment)
      in any Person.

Notwithstanding the foregoing, Intercompany Trade Arrangements shall not be
included in the definition of "Restricted Payment."

            "Restricted Subsidiary" means any Subsidiary of the Company that is
not an Unrestricted Subsidiary. All of the Subsidiaries of the Company on the
Issue Date will be Restricted Subsidiaries on the Issue Date.

            "Sale/Leaseback Transaction" means an arrangement relating to
property owned by the Company or a Restricted Subsidiary on the Issue Date or
thereafter acquired by the Company or a Restricted Subsidiary whereby the
Company or a Restricted Subsidiary transfers such property to a Person and the
Company or a Restricted Subsidiary leases it from such Person.

            "S&P" means Standard & Poor's Ratings Group, a division of The
      McGraw-Hill Companies, Inc., and its successors.

            "SEC" means the U.S. Securities and Exchange Commission.

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

            "Senior Indebtedness" means with respect to any Person:

            (1) Indebtedness of such Person, whether outstanding on the Issue
      Date or thereafter Incurred; and

            (2) all other Obligations of such Person (including interest
      accruing on or after the filing of any petition in bankruptcy or for
      reorganization relating to such Person whether or not post-filing interest
      is allowed in such proceeding) in respect of Indebtedness described in
      clause (1) above,

unless, in the case of clauses (1) and (2), in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is provided
that such Indebtedness or other obligations are subordinate in right of payment
to the Notes; provided, however, that Senior Indebtedness shall not include:

            (1) any obligation of such Person to the Company or any Subsidiary
      of the Company;

            (2) any liability for Federal, state, local or other taxes owed or
      owing by such Person;

            (3) any accounts payable or other liability to trade creditors
      arising in the ordinary course of business (including guarantees thereof
      or instruments evidencing such liabilities);

                                       25
<PAGE>

            (4) any Indebtedness or other Obligation of such Person which is
      subordinate or junior in any respect to any other Indebtedness or other
      Obligation of such Person; or

            (5) that portion of any Indebtedness which at the time of Incurrence
      is Incurred in violation of this Indenture.

            "Significant Subsidiary" means any Restricted Subsidiary that would
be a "Significant Subsidiary" of the Company within the meaning of Rule 1-02
under Regulation S-X promulgated by the SEC.

            "Specified Refinery Joint Venture" means Chalmette Refining, Merey
Sweeny or Sweeny Coker, all of the partnership, membership or other equity
interests of which in each such case are owned (x) 50% by the Company and/or one
or more Restricted Subsidiaries and (y) 50% by a Person or Persons that are not
Affiliates of the Company.

            "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the final payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the Holder thereof upon the
happening of any contingency unless such contingency has occurred).

            "Subordinated Obligation" means, with respect to any Person, any
Indebtedness of such Person (whether outstanding on the Issue Date or thereafter
incurred) which is subordinate or junior in right of payment to the Notes or a
Subsidiary Guaranty of such person, as the case may be, pursuant to a written
agreement to that effect.

            "Subsidiary" means, with respect to any Person, any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of shares of Voting Stock is at the time owned or controlled,
directly or indirectly, by: (1) such Person; (2) such Person and one or more
Subsidiaries of such Person; or (3) one or more Subsidiaries of such Person.

            "Subsidiary Guarantor" means any Restricted Subsidiary of the
Company if and so long as such Restricted Subsidiary guarantees payment of the
Notes on the terms and conditions set forth in the Indenture. As of the Issue
Date there are no Subsidiary Guarantors.

            "Subsidiary Guaranty" means a Guarantee by a Subsidiary Guarantor of
the Company's obligations with respect to the Notes.

            "Sweeny Coker" means Sweeny Coker LLC, a Delaware limited liability
company.

            "Temporary Cash Investments" means any of the following:

                                       26
<PAGE>

            (1) any investment in direct obligations of the United States of
      America or any agency thereof or obligations guaranteed by the United
      States of America or any agency thereof;

            (2) investments in demand and time deposit accounts, certificates of
      deposit, eurodollar time deposits and money market deposits maturing
      within 360 days of the date of acquisition thereof issued by a bank or
      trust company which is organized under the laws of the United States of
      America, any State thereof or any foreign country recognized by the United
      States of America, and which bank or trust company has capital, surplus
      and undivided profits aggregating in excess of $50,000,000 (or the foreign
      currency equivalent thereof) and has outstanding debt that is rated "A"
      (or such similar equivalent rating) or higher by at least one nationally
      recognized statistical rating organization (as defined in Rule 436 under
      the Securities Act) or any money-market fund sponsored by a registered
      broker dealer or mutual fund distributor;

            (3) repurchase obligations with a term of not more than 30 days for
      underlying securities of the types described in clause (1) above entered
      into with a bank meeting the qualifications described in clause (2) above;

            (4) investments in commercial paper, maturing not more than 360 days
      after the date of acquisition, issued by a corporation (other than an
      Affiliate of the Company) organized and in existence under the laws of the
      United States of America or any foreign country recognized by the United
      States of America with a rating at the time as of which any investment
      therein is made of "P-2" (or higher) according to Moody's or "A-2" (or
      higher) according to S&P; and

            (5) investments in securities with maturities of six months or less
      from the date of acquisition issued or fully guaranteed by any state,
      commonwealth or territory of the United States of America, or by any
      political subdivision or taxing authority thereof, and rated at least "A"
      by S&P or "A2" by Moody's;

provided, however, that if S&P or Moody's or both shall not make ratings of
commercial paper of the type referred to in clause (4) above or securities of
the type referred to in clause (5) above publicly available, the references in
clause (4) or (5) or both, as the case may be, to S&P or Moody's or both, as the
case may be, shall be to a nationally recognized U.S. rating agency or agencies,
as the case may be, selected by the Company, and the references to the ratings
categories in clause (4) or (5) or both, as the case may be, shall be to the
corresponding rating categories of such rating agency or rating agencies, as the
case may be.

            "Three-Year Credit Agreement" means the three-year credit agreement
entered into as of December 11, 2002, among the Company, the Lenders and Bank of
America, N.A. as Administrative Agent, together with the related documents
thereto (including the revolving loan facility, note purchase or placement
facility, letter of credit facility or other arrangement for the extension of
credit thereunder, any guarantees and security documents), as amended, extended,
renewed, restated, supplemented or otherwise modified (in whole or in part, and
without limitation as to amount, terms, conditions, covenants and other
provisions) from time to time, and any Debt Issuances or agreement (and related
document) governing Indebtedness incurred to Refinance, in whole or in part, the
borrowings and commitments then outstanding or permitted to be

                                       27
<PAGE>

outstanding under such credit agreement or a successor credit agreement, whether
by the same or any other lender or group of lenders.

            "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939
(15 U.S.C. Section-77aaa-77bbbb) as in effect on the Issue Date.

            "Trust Officer" means the Chairman of the Board, the President or
any other officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

            "Trustee" means J.P. Morgan Trust Company, National Association
until a successor replaces it and, thereafter, means the successor.

            "Uniform Commercial Code" means the New York Uniform Commercial Code
as in effect from time to time.

            "Unrestricted Subsidiary" means:

            (1) any Subsidiary of the Company that at the time of determination
      shall be designated an Unrestricted Subsidiary by the Board of Directors
      of the Company in the manner provided below; and

            (2) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of the Company may designate any Subsidiary of the
Company (including any newly acquired or newly formed Subsidiary) to be an
Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns
any Capital Stock or Indebtedness of, or holds any Lien on any property of, the
Company or any other Subsidiary of the Company that is not a Subsidiary of the
Subsidiary to be so designated or an Unrestricted Subsidiary; provided, however,
that either (A) the Subsidiary to be so designated has total assets of $1,000 or
less or (B) if such Subsidiary has assets greater than $1,000, such designation
would be permitted under Section 4.04. The Board of Directors of the Company may
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided,
however, that immediately after giving effect to such designation (A) the
Company could Incur $1.00 of additional Indebtedness under Section 4.03(a) and
(B) no Default shall have occurred and be continuing. Any such designation by
the Board of Directors of the Company shall be evidenced to the Trustee by
promptly filing with the Trustee a copy of the resolution of the Board of
Directors of the Company giving effect to such designation and an Officers'
Certificate certifying that such designation complied with the foregoing
provisions.

            "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America (including any agency or instrumentality thereof) for
the payment of which the full faith and credit of the United States of America
is pledged and which are not callable at the issuer's option.

            "Voting Stock" of a Person means all classes of Capital Stock or
other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof.

                                       28
<PAGE>

            "Wholly Owned Subsidiary" means a Restricted Subsidiary all the
Capital Stock of which (other than directors' qualifying shares) is owned by the
Company or one or more Wholly Owned Subsidiaries.

            Section 1.02 Other Definitions.

<TABLE>
<CAPTION>
                                                              Defined in
                           Term                                 Section
                           ----                                 -------
<S>                                                           <C>
"Affiliate Transaction"..................................        4.07
"Bankruptcy Law".........................................        6.01
"Custodian"..............................................        6.01
"Event of Default".......................................        6.01
"Paying Agent"...........................................        2.03
"Registrar"..............................................        2.03
"Successor Company"......................................        5.01(1)
</TABLE>

            Section 1.03. Incorporation by Reference of Trust Indenture Act.
This Indenture is subject to the mandatory provisions of the TIA which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:"Commission" means the SEC; -

            "indenture securities" means the Notes;

            "indenture security holder" means a Noteholder;

            "indenture to be qualified" means this Indenture;

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

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

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

            Section 1.04. Rules of Construction. Unless the context otherwise
requires:

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

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

            (3) "or" is not exclusive;

            (4) "including" means including without limitation;

                                       29
<PAGE>

            (5) words in the singular include the plural and words in the plural
      include the singular;

            (6) unsecured Indebtedness shall not be deemed to be subordinate or
      junior to secured Indebtedness merely by virtue of its nature as unsecured
      Indebtedness;

            (7) the principal amount of any noninterest bearing or other
      discount security at any date shall be the principal amount thereof that
      would be shown on a balance sheet of the issuer dated such date prepared
      in accordance with GAAP;

            (8) the principal amount of any Preferred Stock shall be (i) the
      maximum liquidation value of such Preferred Stock or (ii) the maximum
      mandatory redemption or mandatory repurchase price with respect to such
      Preferred Stock, whichever is greater; and

            (9) all references to the date the Initial Notes were originally
      issued shall refer to the Issue Date.

                                   ARTICLE 2

                                   The Notes

            Section 2.01. Form and Dating. Provisions relating to the Initial
Notes, the Private Exchange Notes and the Exchange Notes are set forth in the
Rule 144A/Regulation S Appendix attached hereto (the "Appendix") which is hereby
incorporated in and expressly made part of this Indenture. The Initial Notes and
the Trustee's certificate of authentication shall be substantially in the form
of Exhibit A to the Appendix which is hereby incorporated in and expressly made
a part of this Indenture. The Exchange Notes, the Private Exchange Notes and the
Trustee's certificate of authentication shall be substantially in the form of
Exhibit II, which is hereby incorporated in and expressly made a part of this
Indenture. The Notes may have notations, legends or endorsements required by
law, stock exchange rule, 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). Each Note shall be dated the date of its
authentication. The terms of the Notes set forth in the Appendix and Exhibit II
are part of the terms of this Indenture.Section 2.02. Execution and
Authentication. Two Officers shall sign the Notes for the Company by manual or
facsimile signature. If an Officer whose signature is on a Note no longer holds
that office at the time the Trustee authenticates the Note, the Note shall be
valid nevertheless.A Note shall not be valid until an authorized signatory of
the Trustee manually signs the certificate of authentication on the Note. The
signature shall be conclusive evidence that the Note has been authenticated
under this Indenture.

            On the Issue Date, the Trustee shall authenticate and deliver
$250,000,000 of 6% Senior Notes due 2011 and, at any time and from time to time
thereafter, the Trustee shall authenticate and deliver Notes for original issue
in an aggregate principal amount specified in such order, in each case upon a
written order of the Company signed by two Officers or by an Officer and either
an Assistant Treasurer or an Assistant Secretary of the Company. Such order
shall specify the amount of the Notes to be

                                       30
<PAGE>

authenticated and the date on which the original issue of Notes is to be
authenticated and, in the case of an issuance of Additional Notes pursuant to
Section 2.13 after the Issue Date, shall certify that such issuance is in
compliance with Section 4.03.

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

            Section 2.03. Registrar and Paying Agent. The Company shall maintain
an office or agency where Notes may be presented for registration of transfer or
for exchange (the "Registrar") and an office or agency where Notes may be
presented for payment (the "Paying Agent"). The Registrar shall keep a register
of the Notes and of their registration of transfer and exchange. The Company may
have one or more co-registrars and one or more additional paying agents. The
term "Paying Agent" includes any additional paying agent.

            The Company shall enter into an appropriate agency agreement with
any Registrar, Paying Agent or co-registrar not a party to this Indenture, which
shall incorporate the terms of the TIA. The agency agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee in writing of the name and address of any such agent. If the Company
fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and
shall be entitled to appropriate compensation therefor pursuant to Section 7.07.
The Company or any Wholly Owned Subsidiary incorporated or organized within The
United States of America may act as Paying Agent, Registrar, co-registrar or
transfer agent.

            The Company initially appoints the Trustee as Registrar and Paying
Agent in connection with the Notes. The Registrar and Paying Agent shall be
entitled to the rights and immunities of the Trustee hereunder.

            Section 2.04. Paying Agent To Hold Money in Trust. Prior to 11:00
a.m., New York time, on or prior to each due date of the principal and interest
on any Note, the Company shall deposit with the Paying Agent a sum sufficient to
pay such principal and interest when so becoming due. The Company shall require
each Paying Agent (other than the Trustee) to agree in writing that the Paying
Agent shall hold in trust for the benefit of Noteholders or the Trustee all
money held by the Paying Agent for the payment of principal of or interest on
the Notes and shall notify the Trustee in writing of any default by the Company
in making any such payment. If the Company or a Subsidiary acts as Paying Agent,
it shall segregate the money held by it as Paying Agent and hold it as a
separate trust fund. 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 by
the Paying Agent. Upon complying with this Section, the Paying Agent shall have
no further liability for the money delivered to the Trustee.

            Section 2.05. Noteholder 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 Noteholders and shall otherwise comply with TIA
Section 312(a). If the Trustee is

                                       31
<PAGE>

not the Registrar, the Company shall furnish to the Trustee, in writing at least
five Business Days before each interest payment date and at such other times as
the Trustee may request in writing, a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of Noteholders.

            Section 2.06. Transfer and Exchange. The Notes shall be issued in
registered form and shall be transferable only upon the surrender of a Note
being transferred for registration of transfer. When a Note is presented to the
Registrar or a co-registrar with a request to register a transfer, the Registrar
shall register the transfer as requested if the requirements of this Indenture
and Section 8-401(a) of the Uniform Commercial Code are met. When Notes are
presented to the Registrar or a co-registrar with a request to exchange them for
an equal principal amount of Notes of other denominations, the Registrar shall
make the exchange as requested if the same requirements are met. No service
charge shall be made for any registration of transfer or exchange or redemption
of the Notes, but the Company may require payment of a sum sufficient to cover
any transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer taxes or other similar governmental charge payable
upon exchange pursuant to Section 2.09 or 9.05).

            Section 2.07. Replacement Notes. If a mutilated Note is surrendered
to the Registrar or if the Holder of a Note claims that the Note has been lost,
destroyed or wrongfully taken, the Company shall issue and the Trustee shall
authenticate a replacement Note if the requirements of Section 8-405 of the
Uniform Commercial Code are met and the Holder satisfies any other reasonable
requirements of the Trustee. If required by the Trustee or the Company, such
Holder shall furnish an indemnity bond sufficient in the judgment of the Company
and the Trustee to protect the Company, the Trustee, the Paying Agent, the
Registrar and any co-registrar from any loss which any of them may suffer if a
Note is replaced. The Company and the Trustee may charge the Holder for their
expenses in replacing a Note.

            Section 2.08. Outstanding Notes. Notes outstanding at any time are
all Notes authenticated by the Trustee except for those canceled by it, those
delivered to it for cancellation and those described in this Section as not
outstanding. A Note does not cease to be outstanding because the Company or an
Affiliate of the Company holds the Note.

            If a Note is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Note is held by a bona fide purchaser.

            If the Paying Agent segregates and holds in trust, in accordance
with this Indenture, on a redemption date or maturity date money sufficient to
pay all principal and interest payable on that date with respect to the Notes
(or portions thereof) to be redeemed or maturing, as the case may be, then on
and after that date such Notes (or portions thereof) cease to be outstanding and
interest on them ceases to accrue.

            Section 2.09. Temporary Notes. Until definitive Notes are ready for
delivery, the Company may prepare and the Trustee shall authenticate temporary
Notes. Temporary Notes shall be substantially in the form of definitive Notes
but may have variations that the Company considers appropriate for temporary
Notes. Without

                                       32
<PAGE>

unreasonable delay, the Company shall prepare and the Trustee shall authenticate
definitive Notes and deliver them in exchange for temporary Notes.

            Section 2.10. Cancellation. The Company at any time may deliver
Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall
forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else shall cancel and
destroy (subject to the record retention requirements of the Exchange Act) all
Notes surrendered for registration of transfer, exchange, payment or
cancellation and deliver a certificate of such destruction to the Company unless
the Company directs the Trustee in writing to deliver canceled Notes to the
Company. The Company may not issue new Notes to replace Notes it has redeemed,
paid or delivered to the Trustee for cancellation.

            Section 2.11. Defaulted Interest. If the Company defaults in a
payment of interest on the Notes, the Company shall pay defaulted interest (plus
interest on such defaulted interest to the extent lawful) in any lawful manner.
The Company may pay the defaulted interest to the persons who are Noteholders on
a subsequent special record date. The Company shall fix or cause to be fixed any
such special record date and payment date to the reasonable satisfaction of the
Trustee and shall promptly mail to each Noteholder a notice that states the
special record date, the payment date and the amount of defaulted interest to be
paid.

            Section 2.12. CUSIP Numbers. The Company in issuing the Notes may
use "CUSIP" numbers (if then generally in use) and, if so, the Trustee shall use
"CUSIP" numbers in notices of redemption or repurchase as a convenience to
Holders; provided, however, that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Notes or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Notes, and any
such redemption shall not be affected by any defect in or omission of such
numbers.

            Section 2.13. Issuance of Additional Notes. The Company shall be
entitled without the consent of the Holders, subject to its compliance with
Section 4.03, to issue Additional Notes under this Indenture which shall have
identical terms as the Initial Notes issued on the Issue Date, other than with
respect to the date of issuance and issue price. The Initial Notes issued on the
Issue Date, any Additional Notes and all Exchange Notes or Private Exchange
Notes issued in exchange therefor shall be treated as a single class for all
purposes under this Indenture.

            With respect to any Additional Notes, the Company shall set forth in
a resolution of the Board of Directors and an Officers' Certificate, a copy of
each which shall be delivered to the Trustee, the following information:

            (1) the aggregate principal amount of such Additional Notes to be
      authenticated and delivered pursuant to this Indenture;

            (2) the issue price, the issue date and the CUSIP number, if
      different than the CUSIP number of the Initial Notes, of such Additional
      Notes; provided, however, that no Additional Notes may be issued at a
      price that would cause such Additional Notes to have "original issue
      discount" within the meaning of Section 1273 of the Code; and

                                       33
<PAGE>

            (3) whether such Additional Notes shall be Transfer Restricted Notes
      and issued in the form of Initial Notes as set forth in the Appendix to
      this Indenture or shall be issued in the form of Exchange Notes as set
      forth in Exhibit II.

                                   ARTICLE 3

                                   Redemption

            Section 3.01. Notices to Trustee. If the Company elects to redeem
Notes pursuant to paragraph 5 of the Notes, it shall notify the Trustee in
writing of the redemption date, the principal amount of Notes to be redeemed and
the paragraph of the Notes pursuant to which the redemption will occur.

            The Company shall give each notice to the Trustee provided for in
this Section not less than 45 nor more than 60 days before the redemption date
unless the Trustee consents to a different period. Such notice may, at the
Company's discretion, be subject to one or more conditions precedent. Such
notice shall be accompanied by an Officers' Certificate and an Opinion of
Counsel from the Company to the effect that such redemption will comply with the
conditions herein.

            Section 3.02. Selection of Notes To Be Redeemed. If fewer than all
the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed
pro rata or by lot or by a method that complies with applicable legal and
securities exchange requirements, if any, and that the Trustee in its sole
discretion shall deem to be fair and appropriate and in accordance with methods
generally used at the time of selection by fiduciaries in similar circumstances.
The Trustee shall make the selection from outstanding Notes not previously
called for redemption. The Trustee may select for redemption portions of the
principal of Notes that have denominations larger than $1,000. Notes and
portions of them the Trustee selects shall be in principal amounts of $1,000 or
a whole multiple of $1,000. Provisions of this Indenture that apply to Notes
called for redemption also apply to portions of Notes called for redemption. The
Trustee shall notify the Company promptly of the Notes or portions of Notes to
be redeemed.

            Section 3.03. Notice of Redemption. At least 30 days but not more
than 60 days before a date for redemption of Notes, the Company shall mail a
notice of redemption by first-class mail to each Holder of Notes to be redeemed
at such Holder's registered address.

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

            (1) the redemption date;

            (2) the redemption price;

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

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

            (5) if fewer than all the outstanding Notes are to be redeemed, the
      identification and principal amounts of the particular Notes to be
      redeemed;

                                       34
<PAGE>

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

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

            At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section.

            Section 3.04. Effect of Notice of Redemption. Once notice of
redemption is mailed, Notes called for redemption become due and payable on the
redemption date and at the redemption price stated in the notice. Upon surrender
to the Paying Agent, such Notes shall be paid at the redemption price stated in
the notice, plus accrued interest to the redemption date (subject to the right
of Holders of record on the relevant record date to receive interest due on the
related interest payment date). Failure to give notice or any defect in the
notice to any Holder shall not affect the validity of the notice to any other
Holder. A notice of redemption may, at the Company's discretion, be subject to
one or more conditions precedent.

            Section 3.05. Deposit of Redemption Price. Prior to the redemption
date, the Company shall deposit with the Paying Agent (or, if the Company or a
Subsidiary is the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the redemption price of and accrued interest on all Notes to
be redeemed on that date other than Notes or portions of Notes called for
redemption which have been delivered by the Company to the Trustee for
cancellation.

            Section 3.06. Notes Redeemed in Part. Upon surrender of a Note that
is redeemed in part, the Company shall execute and the Trustee shall
authenticate for the Holder (at the Company's expense) a new Note equal in
principal amount to the unredeemed portion of the Note surrendered.

                                   ARTICLE 4

                                   Covenants

            Section 4.01. Payment of Notes. The Company shall promptly pay the
principal of and interest on the Notes on the dates and in the manner provided
in the Notes and in this Indenture. Principal of and interest on the Notes shall
be considered paid on the date due if on such date the Trustee or the Paying
Agent holds in accordance with this Indenture money sufficient to pay all such
principal and interest then due.

            The Company shall pay interest on overdue principal at the rate
specified therefor in the Notes, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

            Section 4.02. SEC Reports. Notwithstanding that the Company may not
be subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, the Company shall file with the SEC (to the extent the SEC will accept such
filings) and

                                       35
<PAGE>

provide the Trustee and Noteholders with such annual reports and such
information, documents and other reports as are specified in Sections 13 and
15(d) of the Exchange Act and applicable to a U.S. corporation subject to such
Sections, such information, documents and other reports to be so filed and
provided at the times specified for the filing of such information, documents
and reports under such Sections.

            At any time that any of the Company's Subsidiaries are Unrestricted
Subsidiaries, then the quarterly and annual financial information required by
the preceding paragraph will include a reasonably detailed presentation, either
on the face of the financial statements or in the footnotes thereto, and in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", of the financial condition and results of operations of the Company
and its Restricted Subsidiaries separate from the financial condition and
results of operations of the Unrestricted Subsidiaries of the Company.

            In addition, the Company shall furnish to the Holders of the Notes
and to prospective investors, upon the requests of such Holders, any information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so
long as the Notes are not freely transferable under the Securities Act. The
Company shall be deemed to have furnished such reports to the Trustee and the
Holders of Notes if it has filed such reports with the SEC via the EDGAR filing
system and such reports are publicly available.

            The Company also shall comply with other provisions of TIA Section
314(a).

            Section 4.03. Limitation on Indebtedness.

            (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, Incur, directly or indirectly, any Indebtedness; provided,
however, that the Company and the Subsidiary Guarantors, if any, shall be
entitled to Incur Indebtedness if, on the date of such Incurrence and after
giving effect thereto on a pro forma basis, no Default has occurred and is
continuing and the Consolidated Coverage Ratio exceeds 2.0 to 1. The Company
shall cause each Restricted Subsidiary that Incurs any Indebtedness pursuant to
this paragraph (a) or clauses (10) or (14) of paragraph (b) of this Section
4.03, to execute and deliver to the Trustee, no later than the date of such
Incurrence, a supplemental indenture to this Indenture pursuant to which such
Restricted Subsidiary guarantees payment of the Notes on the same terms and
conditions as those set forth in this Indenture.

            (b) Notwithstanding the foregoing paragraph (a), the Company and the
Restricted Subsidiaries shall be entitled to Incur any or all of the following
Indebtedness:

            (1) Indebtedness Incurred by the Company or a Restricted Subsidiary
      pursuant to the Credit Facilities; provided, however, that, immediately
      after giving effect to any such Incurrence, the aggregate principal amount
      of all Indebtedness Incurred under this clause (1) and then outstanding
      does not exceed the greater of (A) $950,000,000 and (B) 50% of the book
      value of the inventory of the Company and its Restricted Subsidiaries;

            (2) Indebtedness owed to and held by the Company or a Restricted
      Subsidiary; provided, however, that (A) any subsequent issuance or
      transfer of any Capital Stock which results in any such Restricted
      Subsidiary ceasing to be a

                                       36
<PAGE>

      Restricted Subsidiary or any subsequent transfer of such Indebtedness
      (other than to the Company or a Restricted Subsidiary) shall be deemed, in
      each case, to constitute the Incurrence of such Indebtedness by the
      obligor thereon and (B) if the Company is the obligor on such
      Indebtedness, such Indebtedness is expressly subordinated to the prior
      payment in full in cash of all obligations with respect to the Notes;

            (3) the Notes and the Exchange Notes (other than any Additional
      Notes);

            (4) Indebtedness outstanding on the Issue Date;

            (5) Indebtedness of a Restricted Subsidiary Incurred and outstanding
      on or prior to the date on which such Subsidiary was acquired by the
      Company; provided, however, that on the date of such acquisition and after
      giving pro forma effect thereto, the Company would have been able to Incur
      at least $1.00 of additional Indebtedness pursuant to paragraph (a) of
      this Section 4.03;

            (6) Refinancing Indebtedness in respect of Indebtedness Incurred
      pursuant to paragraph (a) or pursuant to clause (3), (4) or (5) or this
      clause (6); provided, however, that to the extent such Refinancing
      Indebtedness directly or indirectly Refinances Indebtedness of a
      Subsidiary Incurred pursuant to clause (5), such Refinancing Indebtedness
      shall be Incurred only by such Subsidiary or the Company;

            (7) Hedging Obligations entered into in the ordinary course of
      business to purchase any raw material, hydrocarbon, refined product or
      other commodity or to hedge risks with respect to the Company's or a
      Restricted Subsidiary's interest rate, currency, hydrocarbon or refined
      products therefrom or commodity exposure and not for speculative purposes;

            (8) obligations in respect of tender, performance, government
      contract, bid and surety or appeal bonds, standby letters of credit,
      warranty or contractual services and completion guarantees provided by the
      Company or any Restricted Subsidiary in the ordinary course of business;

            (9) Indebtedness arising from the honoring by a bank or other
      financial institution of a check, draft or similar instrument drawn
      against insufficient funds in the ordinary course of business; provided,
      however, that such Indebtedness is extinguished within five Business Days
      of its Incurrence;

            (10) Guarantees by Subsidiary Guarantors of Indebtedness of the
      Company or any Restricted Subsidiary permitted to be Incurred under this
      Indenture and Liens created by Subsidiary Guarantors that constitute
      Indebtedness securing Indebtedness of the Company or any Restricted
      Subsidiary permitted to be Incurred under this Indenture;

            (11) Indebtedness of a Receivables Subsidiary Incurred pursuant to a
      Qualified Receivables Transaction;

            (12) Indebtedness of Restricted Subsidiaries in an aggregate
      principal amount which, when taken together with all other Indebtedness of
      Restricted

                                       37
<PAGE>

      Subsidiaries outstanding on the date of such Incurrence (other than
      Indebtedness permitted by any other clause of this paragraph (b)), does
      not exceed the greater of (A) $125,000,000 and (B) 5% of Consolidated Net
      Worth;

            (13) Guarantees by the Company of Indebtedness of Restricted
      Subsidiaries Incurred pursuant to clause (12) above; and

            (14) Indebtedness of the Company or any Subsidiary Guarantor, if
      any, (in addition to Indebtedness permitted by any other clause of this
      paragraph) in an aggregate principal amount at any time outstanding not to
      exceed $100,000,000.

            (c) Notwithstanding the foregoing, the Company shall not, and shall
not permit any Subsidiary Guarantor, if any, to, Incur any Indebtedness pursuant
to Section 4.03(b) if the proceeds thereof are used, directly or indirectly, to
Refinance any Subordinated Obligations of the Company or such Subsidiary
Guarantor unless such Indebtedness shall be subordinated to the Notes or the
Subsidiary Guaranty of such Subsidiary Guarantor, as the case may be, to at
least the same extent as such Subordinated Obligations.

            (d) For purposes of determining compliance with this Section 4.03,
in the event that an item of proposed Indebtedness (or any portion thereof)
meets the criteria of more than one of the categories of Indebtedness described
above as of the date of incurrence thereof or is entitled to be incurred
pursuant to Section 4.03(a) as of the date of incurrence thereof, the Company
shall, in its sole discretion, divide and classify such item of Indebtedness on
the date of incurrence, or later classify, reclassify or divide all or a portion
of such item of Indebtedness in any manner that complies with this Section 4.03.
Any Indebtedness outstanding under the Credit Agreements on the Issue Date shall
be deemed to have been incurred under Section 4.03(a).

            Section 4.04. Limitation on Restricted Payments.

            (a) The Company shall not, and shall not permit any Restricted
Subsidiary, directly or indirectly, to make a Restricted Payment if at the time
the Company or such Restricted Subsidiary makes such Restricted Payment:

            (1) a Default shall have occurred and be continuing (or would result
      therefrom);

            (2) the Company is not entitled to Incur an additional $1.00 of
      Indebtedness under Section 4.03(a); or

            (3) the aggregate amount of such Restricted Payment and all other
      Restricted Payments since the Issue Date would exceed the sum of (without
      duplication):

                  (A) 50% of the Consolidated Net Income accrued during the
            period (treated as one accounting period) from the beginning of the
            fiscal quarter immediately following the fiscal quarter ending on
            December 31, 2002, to the end of the most recent fiscal quarter for
            which internal financial statements are available at the time of
            such Restricted Payment

                                       38
<PAGE>

            (or, in case such Consolidated Net Income shall be a deficit, minus
            100% of such deficit); plus

                  (B) 100% of the aggregate net proceeds, including cash and the
            fair market value of property other than cash (as determined in good
            faith by the Board of Directors of the Company and evidenced by a
            board resolution) received by the Company from the issuance or sale
            of, or as a capital contribution in respect of, its Capital Stock
            (other than Disqualified Stock) subsequent to the Issue Date (other
            than an issuance or sale to, or contribution by, a Subsidiary of the
            Company and other than an issuance or sale to, or contribution by,
            an employee stock ownership plan or a trust established by the
            Company or any of its Subsidiaries for the benefit of their
            employees); plus

                  (C) the amount by which Indebtedness of the Company is reduced
            on the Company's balance sheet upon the conversion or exchange
            subsequent to the Issue Date of any Indebtedness of the Company
            convertible or exchangeable for Capital Stock (other than
            Disqualified Stock) of the Company (less the amount of any cash, or
            the fair value of any other property, distributed by the Company
            upon such conversion or exchange); provided, however, that the
            foregoing amount shall not exceed the Net Cash Proceeds received by
            the Company or any Restricted Subsidiary from the sale of such
            Indebtedness (excluding Net Cash Proceeds from sales to a Subsidiary
            of the Company or to an employee stock ownership plan or to a trust
            established by the Company or any of its Subsidiaries for the
            benefit of their employees); plus

                  (D) an amount equal to the sum of (x) the net reduction in the
            Investments (other than Permitted Investments) made by the Company
            or any Restricted Subsidiary in any Person resulting from
            repurchases, repayments or redemptions of such Investments by such
            Person, proceeds realized on the sale of such Investment and
            proceeds representing the return of capital (excluding dividends and
            distributions), in each case received by the Company or any
            Restricted Subsidiary and (y) to the extent such Person is an
            Unrestricted Subsidiary, the portion (proportionate to the Company's
            equity interest in such Subsidiary) of the fair market value of the
            net assets of such Unrestricted Subsidiary at the time such
            Unrestricted Subsidiary is designated a Restricted Subsidiary;
            provided, however, that the foregoing sum shall not exceed, in the
            case of any such Person or Unrestricted Subsidiary, the amount of
            Investments (excluding Permitted Investments) previously made (and
            treated as a Restricted Payment) by the Company or any Restricted
            Subsidiary in such Person or Unrestricted Subsidiary.

            (b) The provisions of Section 4.04(a) shall not prohibit:

            (1) any Restricted Payment made out of the Net Cash Proceeds of the
      substantially concurrent sale of, or made by exchange for, Capital Stock
      of the Company (other than Disqualified Stock and other than Capital Stock
      issued or sold to a Subsidiary of the Company or an employee stock
      ownership plan or to a trust established by the Company or any of its
      Subsidiaries for the benefit of their

                                       39
<PAGE>

      employees) or a substantially concurrent cash capital contribution
      received by the Company from or on behalf of one or more of its
      shareholders; provided, however, that (A) such Restricted Payment shall be
      excluded in the calculation of the amount of Restricted Payments and (B)
      the Net Cash Proceeds from such sale or such cash capital contribution (to
      the extent so used for such Restricted Payment) shall be excluded from the
      calculation of amounts under Section 4.04(a)(3)(B);

            (2) any purchase, repurchase, redemption, defeasance or other
      acquisition or retirement for value of Subordinated Obligations of the
      Company or any Restricted Subsidiary made by exchange for, or out of the
      proceeds of the substantially concurrent sale of, Subordinated Obligations
      of such Person which is permitted to be Incurred pursuant to Section 4.03;
      provided, however, that such purchase, repurchase, redemption, defeasance
      or other acquisition or retirement for value shall be excluded from the
      calculation of the amount of Restricted Payments;

            (3) dividends paid within 60 days after the date of declaration
      thereof if at such date of declaration such dividend would have complied
      with this Section 4.04; provided, however, that such dividend shall be
      included in the calculation of the amount of Restricted Payments;

            (4) so long as no Default has occurred and is continuing, the
      repurchase or other acquisition of shares of Capital Stock of the Company
      or any of its Subsidiaries from employees, former employees, directors or
      former directors of the Company or any of its Subsidiaries (or permitted
      transferees of such employees, former employees, directors or former
      directors), pursuant to the terms of the agreements (including employment
      agreements) or plans (or amendments thereto) approved by the Board of
      Directors of the Company under which such individuals purchase or sell or
      are granted the option to purchase or sell, shares of such Capital Stock;
      provided, however, that the aggregate amount of such repurchases and other
      acquisitions shall not exceed $5,000,000 in any calendar year; provided
      further, however, that such repurchases and other acquisitions shall be
      excluded from the calculation of the amount of Restricted Payments;

            (5) the declaration and payment of dividends to holders of any class
      or series of Disqualified Stock of the Company issued on or after the
      Issue Date in accordance with Section 4.03(a); or

            (6) other Restricted Payments in an aggregate amount not to exceed
      $50,000,000; provided, however, that such Restricted Payments shall be
      excluded from the calculation of the amount of Restricted Payments.

            Section 4.05. Limitation on Restrictions on Distributions from
Restricted Subsidiaries. The Company shall not, and shall not permit any
Restricted Subsidiary to, create or otherwise cause or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to (a) pay dividends or make any other distributions on
its Capital Stock to the Company or a Restricted Subsidiary or pay any
Indebtedness owed to the Company, (b) make any loans

                                       40
<PAGE>

or advances to the Company or (c) transfer any of its property or assets to the
Company, except:

            (1) with respect to clauses (a),(b) and (c),

                        (i) any encumbrance or restriction pursuant to an
                  agreement in effect at or entered into on the Issue Date,
                  including the Three-Year Credit Agreement;

                        (ii) any encumbrance or restriction with respect to a
                  Restricted Subsidiary pursuant to an agreement relating to any
                  Indebtedness Incurred by such Restricted Subsidiary on or
                  prior to the date on which such Restricted Subsidiary was
                  acquired by the Company (other than Indebtedness Incurred as
                  consideration in, or to provide all or any portion of the
                  funds or credit support utilized to consummate, the
                  transaction or series of related transactions pursuant to
                  which such Restricted Subsidiary became a Restricted
                  Subsidiary or was acquired by the Company) and outstanding on
                  such date;

                        (iii) any encumbrance or restriction pursuant to an
                  agreement effecting a Refinancing of Indebtedness Incurred
                  pursuant to an agreement referred to in clause (i) or (ii) of
                  clause (1) of this Section 4.05 or this clause (iii) or
                  contained in any amendment to an agreement referred to in
                  clause (i) or (ii) of clause (1) of this Section 4.05 or this
                  clause (iii); provided, however, that the encumbrances and
                  restrictions with respect to such Restricted Subsidiary
                  contained in any such refinancing agreement or amendment are
                  no less favorable to the Noteholders than encumbrances and
                  restrictions with respect to such Restricted Subsidiary
                  contained in such predecessor agreements;

                        (iv) any encumbrance or restriction with respect to a
                  Restricted Subsidiary imposed pursuant to an agreement entered
                  into for the sale or disposition of all or substantially all
                  the Capital Stock or assets of such Restricted Subsidiary
                  pending the closing of such sale or disposition;

                        (v) any encumbrance or restriction arising under any
                  applicable law, rule, regulation or order;

                        (vi) any encumbrance or restriction pursuant to any
                  merger agreement, stock purchase agreement, asset sale
                  agreement or similar agreement limiting the transfer of
                  properties and assets subject to such agreement or
                  distributions of assets subject to such agreement pending
                  consummation of the transactions contemplated thereby;

                        (vii) any encumbrance or restriction applicable to a
                  Receivables Subsidiary;

                                       41
<PAGE>

                        (viii) any agreement or other instrument of a Person
                  acquired by the Company or any Restricted Subsidiary in
                  existence at the time of such acquisition, but not created in
                  contemplation thereof, which encumbrance or restriction is not
                  applicable to any Person, or the properties or assets of any
                  Person, other than the Person, or the property or assets of
                  the Person, so acquired, so long as the agreement containing
                  the restriction does not violate any other provision of this
                  Indenture;

                        (ix) any encumbrance or restriction related to Hedging
                  Obligations permitted under this Indenture from time to time;

                        (x) restrictions on cash or other deposits or net worth
                  imposed by customers under contracts entered into in the
                  ordinary course of business; and

                        (xi) any agreement governing Indebtedness permitted to
                  be incurred pursuant to Section 4.03; provided that (a) the
                  provisions relating to such Indebtedness, taken as a whole,
                  are not materially more restrictive as determined by the board
                  of directors of the Company than the provisions contained in
                  the Three-Year Credit Agreement or in this Indenture as in
                  effect on the Issue Date and (b) such encumbrance or
                  restriction is not reasonably expected to result in the
                  Company being unable to make principal or interest payments on
                  the Notes, as determined in good faith by the board of
                  directors of the Company.

            (2)   with respect to clause (c) only,

                  (A) any encumbrance or restriction consisting of customary
            nonassignment provisions in leases governing leasehold interests to
            the extent such provisions restrict the transfer of the lease or the
            property leased thereunder; and

                  (B) any encumbrance or restriction contained in security
            agreements or mortgages securing Indebtedness of a Restricted
            Subsidiary to the extent such encumbrance or restriction restricts
            the transfer of the property subject to such security agreements or
            mortgages.

            Section 4.06. Limitation on Sales of Assets and Subsidiary Stock.

            (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, consummate any Asset Disposition unless:

            (1) the Company or such Restricted Subsidiary receives consideration
      at the time of such Asset Disposition at least equal to the fair market
      value (including as to the value of all non-cash consideration which shall
      include without limitation any Person assuming responsibility for any
      liabilities, other than contingent liabilities), as determined in good
      faith by the Board of Directors of the Company, of the shares and assets
      subject to such Asset Disposition;

                                       42
<PAGE>


            (2) Other than with respect to any assets contributed by the
      Company or a Restricted Subsidiary to a joint venture formed by the
      Company or such Restricted Subsidiary, respectively, at least 75% of the
      consideration thereof received by the Company or such Restricted
      Subsidiary is in the form of cash or cash equivalents; provided, however,
      that the 75% limitation also will not apply to any disposition of assets
      in exchange for assets used in a Related Business, or a combination of
      such assets and cash or cash equivalents, in each case having a fair
      market value comparable to the fair market value of the assets disposed of
      by the Company or a Restricted Subsidiary; and

            (3) an amount equal to 100% of the Net Available Cash from such
      Asset Disposition is applied by the Company (or such Restricted
      Subsidiary, as the case may be)

                  (A) first, to the extent the Company elects (or is required by
            the terms of any Indebtedness), to prepay, repay, redeem or purchase
            Senior Indebtedness of the Company or Indebtedness (other than any
            Disqualified Stock) of a Restricted Subsidiary (in each case other
            than Indebtedness owed to the Company or an Affiliate of the
            Company) within one year from the later of the date of such Asset
            Disposition or the receipt of such Net Available Cash;

                  (B) second, to the extent of the balance of such Net Available
            Cash after application in accordance with clause (A), to the extent
            the Company elects, to acquire Additional Assets within one year
            from the later of the date of such Asset Disposition or the receipt
            of such Net Available Cash; and

                  (C) third, to the extent of the balance of such Net Available
            Cash after application in accordance with clauses (A) and (B), to
            make an offer to the Holders of the Notes (and to holders of other
            Senior Indebtedness of the Company designated by the Company) to
            purchase Notes (and such other Senior Indebtedness of the Company)
            pursuant to and subject to the conditions of this Indenture.

            Notwithstanding the foregoing provisions of this Section 4.06, the
Company and the Restricted Subsidiaries shall not be required to apply any Net
Available Cash in accordance with this Section 4.06 except to the extent that
the aggregate Net Available Cash from all Asset Dispositions which is not
applied in accordance with this Section 4.06 exceeds $20,000,000. Pending
application of Net Available Cash pursuant to this Section 4.06, such Net
Available Cash shall be invested in Temporary Cash Investments or applied to
temporarily reduce revolving credit indebtedness.

            For the purposes of this Section 4.06, the following are deemed to
be cash or cash equivalents:

            (1) the assumption of Indebtedness of the Company (other than
      obligations in respect of Disqualified Stock of the Company) or any
      Restricted Subsidiary and the release of the Company or such Restricted
      Subsidiary from all liability on such Indebtedness in connection with such
      Asset Disposition; and

                                       43
<PAGE>

            (2) securities received by the Company or any Restricted Subsidiary
      from the transferee that are promptly converted by the Company or such
      Restricted Subsidiary into cash, to the extent of cash received in that
      conversion.

            (b) In the event of an Asset Disposition that requires the purchase
of Notes (and other Senior Indebtedness of the Company) pursuant to Section
4.06(a)(3)(C), the Company shall purchase Notes tendered pursuant to an offer by
the Company for the Notes (and such other Senior Indebtedness) at a purchase
price of 100% of their principal amount (or, in the event such other Senior
Indebtedness of the Company was issued with significant original issue discount,
100% of the accreted value thereof) without premium, plus accrued but unpaid
interest (or, in respect of such other Senior Indebtedness of the Company, such
lesser price, if any, as may be provided for by the terms of such Senior
Indebtedness) in accordance with the procedures (including prorating in the
event of oversubscription) set forth in this Indenture. If the aggregate
purchase price of the securities tendered exceeds the Net Available Cash
allotted to their purchase, the Company shall select the securities to be
purchased on a pro rata basis but in round denominations, which in the case of
the Notes will be denominations of $1,000 principal amount or multiples thereof.
The Company shall not be required to make such an offer to purchase Notes (and
other Senior Indebtedness of the Company) pursuant to this Section 4.06 if the
Net Available Cash available therefor is less than $20,000,000 (which lesser
amount shall be carried forward for purposes of determining whether such an
offer is required with respect to the Net Available Cash from any subsequent
Asset Disposition). Upon completion of such an offer to purchase, Net Available
Cash shall be deemed to be reduced by the aggregate amount of such offer.

            (c) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes pursuant to this
Section. To the extent that the provisions of any securities laws or regulations
conflict with provisions of this Section 4.06, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section by virtue of its compliance with
such securities laws or regulations.

            Section 4.07. Limitation on Affiliate Transactions.

            (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, enter into or permit to exist any transaction (including the
purchase, sale, lease or exchange of any property, employee compensation
arrangements or the rendering of any service) with, or for the benefit of, any
Affiliate of the Company (an "Affiliate Transaction") unless:

            (1) the terms of the Affiliate Transaction are no less favorable to
      the Company or such Restricted Subsidiary than those that could be
      obtained at the time of the Affiliate Transaction in arm's-length dealings
      with a Person who is not an Affiliate;

            (2) if such Affiliate Transaction involves an amount in excess of
      $20,000,000, the terms of the Affiliate Transaction are set forth in
      writing and a majority of the directors of the Company disinterested with
      respect to such Affiliate Transaction have determined in good faith that
      the criteria set forth in clause (1) are satisfied and have approved the
      relevant Affiliate Transaction as

                                       44
<PAGE>

      evidenced by a resolution of the Board of Directors; provided, however,
      that in the event that at the time such Affiliate Transaction is entered
      into or permitted to exist no director of the Company is disinterested
      with respect to such Affiliate Transaction, the Board of Directors of the
      Company shall have received with respect to such Affiliate Transaction the
      opinion referred to in paragraph (3) below; and

            (3) if such Affiliate Transaction involves an amount in excess of
      $30,000,000, the Board of Directors of the Company shall also have
      received a written opinion from an Independent Qualified Party to the
      effect that such Affiliate Transaction is fair, from a financial
      standpoint, to the Company and its Restricted Subsidiaries or is not less
      favorable to the Company and its Restricted Subsidiaries than could
      reasonably be expected to be obtained at the time in an arm's-length
      transaction with a Person who was not an Affiliate.

            (b) The provisions of Section 4.07(a) shall not prohibit:

            (1) any Investment (other than a Permitted Investment) or other
      Restricted Payment, in each case permitted to be made pursuant to Section
      4.04;

            (2) any issuance of securities, or other payments, awards or grants
      in cash, securities or otherwise pursuant to, or the funding of,
      employment arrangements, stock options and stock ownership plans approved
      by the Board of Directors of the Company;

            (3) loans or advances (other than advances described in clause (12)
      below) to employees in the ordinary course of business in accordance with
      the past practices of the Company or its Restricted Subsidiaries, but in
      any event not to exceed $5,000,000 in the aggregate outstanding at any one
      time;

            (4) the payment of reasonable fees to directors of the Company and
      its Restricted Subsidiaries who are not employees of the Company or its
      Restricted Subsidiaries;

            (5) any transaction with a Restricted Subsidiary or joint venture or
      similar entity which would constitute an Affiliate Transaction solely
      because the Company or a Restricted Subsidiary owns an equity interest in
      or otherwise controls such Restricted Subsidiary, joint venture or similar
      entity;

            (6) the issuance or sale of any Capital Stock (other than
      Disqualified Stock) of the Company;

            (7) any agreement in effect on the Issue Date and described in the
      Offering Memorandum or in any of the SEC filings of the Company
      incorporated by reference in the Offering Memorandum or any amendments,
      renewals, extensions or substitutions of any such agreement (so long as
      such amendments, renewals, extensions or substitutions are not less
      favorable to the Company or the Restricted Subsidiaries) and the
      transactions evidenced thereby;

            (8) any transactions with the Permitted Holder or any of its
      Affiliates involving the purchase, sale or transportation of hydrocarbons,
      or refined products

                                       45
<PAGE>

      therefrom, in the ordinary course of business, so long as such
      transactions are priced based on industry accepted benchmark prices and
      the pricing of such transactions is no worse to the Company or any
      Restricted Subsidiary, as applicable, than the pricing of comparable
      transactions with unrelated third parties;

            (9) any Intercompany Trade Arrangements;

            (10) any reasonable and customary directors' fees, indemnification
      and similar arrangements, consulting fees, employee salaries, bonuses or
      employment agreements, compensation or employee benefit arrangements and
      incentive arrangements with any officer, director or employee of the
      Company or a Restricted Subsidiary entered into in the ordinary course of
      business;

            (11) any transactions between the Company and any Person, a director
      of which is also a director of the Company; provided, however, that such
      director abstains from voting as a director of the Company on the
      transactions involving such other Person; and

            (12) advances to employees for moving, relocation, entertainment and
      travel expenses, drawing accounts and similar expenditures in the ordinary
      course of business.

            Section 4.08. Limitation on Issuance of Guarantees of Indebtedness.
The Company shall not permit any of its Restricted Subsidiaries, directly or
indirectly, to Guarantee or create any Lien to secure the payment of any
Indebtedness of the Company or any other Restricted Subsidiary unless such
Restricted Subsidiary simultaneously executes and delivers a supplemental
indenture to this Indenture providing for the Guarantee or security of the
payment of the Notes by such Restricted Subsidiary; provided, however, that any
Lien created by any Restricted Subsidiary to secure Indebtedness Incurred
pursuant to any Credit Facilities shall not require a Restricted Subsidiary to
execute and deliver such a supplemental indenture. If the Indebtedness to be
Guaranteed or secured is subordinated to the Notes, the Guarantee or security of
such Indebtedness shall be subordinated to the Guarantee or security of the
Notes to the same extent as the Indebtedness to be Guaranteed or secured is
subordinated to the Notes. Notwithstanding the foregoing, any such Guarantee or
security by a Restricted Subsidiary of the Notes shall provide by its terms that
it shall be automatically and unconditionally released and discharged upon
either:

            (1) the release or discharge of such Guarantee or security of
      payment of such other Indebtedness, except a discharge by or as a result
      of payment under such Guarantee or security;

            (2) any sale (including by way of merger or consolidation), exchange
      or transfer, to any Person not an Affiliate of the Company, of all of the
      Capital Stock owned by the Company and its Restricted Subsidiaries of, or
      all or substantially all the assets of, such Restricted Subsidiary, which
      sale, exchange or transfer is made in compliance with the applicable
      provisions of this Indenture; or

            (3) the designation by the Company of such Restricted Subsidiary as
      an Unrestricted Subsidiary in accordance with the terms of this Indenture.

                                       46
<PAGE>

            Section 4.09. Change of Control Triggering Event.

            (a) Upon the occurrence of a Change of Control Triggering Event,
each Holder shall have the right to require that the Company repurchase such
Holder's Notes at a purchase price in cash equal to 101% of the principal amount
thereof on the date of purchase plus accrued and unpaid interest, if any, to the
date of purchase (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date).

            Within 30 days following any Change of Control Triggering Event, the
Company shall mail a notice to each Holder with a copy to the Trustee (the
"Change of Control Offer") stating:

            (1) that a Change of Control Triggering Event has occurred and that
      such Holder has the right to require the Company to purchase such Holder's
      Notes at a purchase price in cash equal to 101% of the principal amount
      thereof on the date of purchase, plus accrued and unpaid interest, if any,
      to the date of purchase (subject to the right of Holders of record on the
      relevant record date to receive interest on the relevant interest payment
      date);

            (2) the circumstances and relevant facts regarding such Change of
      Control Triggering Event;

            (3) the purchase date (which shall be no earlier than 30 days nor
      later than 60 days from the date such notice is mailed); and

            (4) the instructions, as determined by the Company, consistent with
      this Section, that a Holder must follow in order to have its Notes
      purchased.

            (b) Holders electing to have a Note purchased will be required to
surrender the Note, with an appropriate form duly completed, to the Company at
the address specified in the notice at least three Business Days prior to the
purchase date. Holders will be entitled to withdraw their election if the
Trustee or the Company receives not later than one Business Day prior to the
purchase date, a facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Note which was delivered for purchase by the
Holder and a statement that such Holder is withdrawing his election to have such
Note purchased.

            (c) On the purchase date, all Notes purchased by the Company under
this Section shall be delivered by the Company to the Trustee for cancellation,
and the Company shall pay the purchase price plus accrued and unpaid interest,
if any, to the Holders entitled thereto.

            (d) A Change of Control Offer may be made in advance of a Change of
Control Triggering Event and conditioned upon the occurrence of such Change of
Control Triggering Event, if a definitive agreement is in place at the time of
making the Change of Control Offer. Notwithstanding the foregoing provisions of
this Section, the Company shall not be required to make a Change of Control
Offer following a Change of Control Triggering Event if a third party makes the
Change of Control Offer in the manner, at the times and otherwise in compliance
with the requirements set forth in this Section 4.09 applicable to a Change of
Control Offer made by the Company and

                                       47
<PAGE>

purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.

            (e) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes as a result of a
Change of Control Triggering Event. To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Section 4.09,
the Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under this Section 4.09 by
virtue of its compliance with such securities laws or regulations.

            Section 4.10. Limitation on Liens. The Company shall not, and shall
not permit any Restricted Subsidiary to, directly or indirectly, Incur or permit
to exist any Lien (the "Initial Lien") of any nature whatsoever on any of its
properties (including Capital Stock of a Restricted Subsidiary), whether owned
at the Issue Date or thereafter acquired, securing any Indebtedness, other than
Permitted Liens, without effectively providing that the Notes shall be secured
equally and ratably with (or prior to) the obligations so secured for so long as
such obligations are so secured; provided, however, that the Company or any
Restricted Subsidiary shall be entitled to Incur other Liens to secure
Indebtedness as long as the amount of outstanding Indebtedness secured by Liens
Incurred pursuant to this proviso does not exceed 5% of Consolidated Net
Tangible Assets, as determined based on the consolidated balance sheet of the
Company as of the end of the most recent fiscal quarter for which internal
financial statements are available provided, further, however, that the
aggregate amount of outstanding Indebtedness secured by Liens on assets of
Restricted Subsidiaries pursuant to the foregoing proviso shall in no event
exceed the greater of (A) $125,000,000 and (B) 5% of Consolidated Net Worth. Any
Lien created for the benefit of the Holders of the Notes pursuant to the
preceding sentence shall provide by its terms that such Lien shall be
automatically and unconditionally released and discharged upon the release and
discharge of the Initial Lien.

            Section 4.11. Compliance Certificate. The Company shall deliver to
the Trustee within 120 days after the end of each fiscal year of the Company an
Officers' Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Company they would normally have
knowledge of any Default and whether or not the signers know of any Default that
occurred during such period. If they do, the certificate shall describe the
Default, its status and what action the Company is taking or proposes to take
with respect thereto. The Company also shall comply with TIA Section. 314(a)(4).

            Section 4.12. Further Instruments and Acts. Upon request of the
Trustee, the Company shall execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

            Section 4.13. Investment Grade Covenants. Upon the occurrence of an
Investment Grade Rating Event, the Company and its Restricted Subsidiaries shall
no longer be subject to the provisions of Sections 4.03, 4.04, 4.05, 4.06, 4.07,
4.08, 4.09 and 4.10 and clauses (2) and (3) of Section 5.01 and clause (2) of
Section 5.02. Instead, the

                                       48
<PAGE>

provisions of the following clauses (1) and (2) of this Section 4.13 shall apply
to the Company only upon and after the occurrence of an Investment Grade Rating
Event:

            (1) Restrictions on Secured Indebtedness. If the Company or any
Restricted Subsidiary Incurs any Indebtedness secured by a Lien (other than a
Permitted Lien) on any Principal Property or on any share of stock or
Indebtedness of a Restricted Subsidiary, the Company or such Restricted
Subsidiary shall secure the Notes equally and ratably with (or, at the Company's
option, prior to) such secured Indebtedness so long as such Indebtedness is so
secured, unless the aggregate amount of all such secured Indebtedness, together
with all Attributable Debt of the Company and the Restricted Subsidiaries with
respect to any Sale/Leaseback Transactions involving Principal Properties (with
the exception of such transactions which are excluded as described in clauses
(i) through (v) of Section 4.13(2), would not exceed 15% of Consolidated Net
Tangible Assets.

            (2) Restrictions on Sale/Leaseback Transactions. The Company shall
not, and shall not permit any Restricted Subsidiary to, enter into any
Sale/Leaseback Transaction involving any Principal Property, unless the
aggregate amount of all Attributable Debt with respect to such transaction plus
all secured Indebtedness of the Company and the Restricted Subsidiaries (with
the exception of Indebtedness secured by Permitted Liens) would not exceed 15%
of Consolidated Net Tangible Assets. This restriction shall not apply to, and
there shall be excluded from Attributable Debt in any computation under such
restriction, any Sale/Leaseback Transaction if:

            (i) the lease is for a period, including renewal rights, not in
      excess of three years;

            (ii) the sale of the Principal Property is made within 270 days
      after its acquisition, construction or improvements;

            (iii) the lease secures or relates to industrial revenue or
      pollution control bonds;

            (iv) the transaction is between the Company and a Restricted
      Subsidiary; or

            (v) the Company, within 270 days after the sale is completed,
      applies to the retirement of its Indebtedness or that of a Restricted
      Subsidiary, or to the purchase of other property which will constitute a
      Principal Property, an amount not less than the greater of:

                  (A) the net proceeds of the sale of the Principal Property
            leased; or

                  (B) the fair market value (as determined by the Company in
            good faith) of the Principal Property leased.

                                       49
<PAGE>

            The amount to be applied to the retirement of Indebtedness shall be
reduced by:

            (a) the principal amount of any of the Company's debentures or notes
      (including the Notes) or those of a Restricted Subsidiary surrendered
      within 270 days after such sale to the applicable trustee for retirement
      and cancelation;

            (b) the principal amount of Indebtedness, other than the items
      referred to in the preceding clause (i), voluntarily retired by the
      Company or a Restricted Subsidiary within 270 days after such sale; and

            (c) associated transaction expenses.

                                   ARTICLE 5

                               Successor Company

            Section 5.01. When Company May Merge or Transfer Assets. The Company
shall not consolidate with or merge with or into, or convey, transfer or lease,
in one transaction or a series of transactions, directly or indirectly, all or
substantially all its assets to, any Person, unless:

            (1) the resulting, surviving or transferee Person (the "Successor
      Company") shall be a Person organized and existing under the laws of the
      United States of America, any State thereof or the District of Columbia
      and the Successor Company (if not the Company) shall expressly assume, by
      an indenture supplemental hereto, executed and delivered to the Trustee,
      in form satisfactory to the Trustee, all the obligations of the Company
      under the Notes and this Indenture;

            (2) immediately after giving effect to such transaction (and
      treating any Indebtedness which becomes an obligation of the Successor
      Company or any Subsidiary as a result of such transaction as having been
      Incurred by such Successor Company or such Subsidiary at the time of such
      transaction), no Default shall have occurred and be continuing; and

            (3) immediately after giving pro forma effect to such transaction or
      series of transactions as if the transaction or series of transactions
      occurred on the first day of the four-quarter period immediately prior to
      the consummation of such transaction or series of transactions with the
      appropriate adjustments with respect to the transaction or series of
      transactions being included in such pro forma calculation, (a) the
      Successor Company shall be able to incur at least $1.00 of additional
      Indebtedness, pursuant to Section 4.03(a), (b) the Consolidated Coverage
      Ratio of the Successor Company shall not be less than the Consolidated
      Coverage Ratio of the Company and its Restricted Subsidiaries immediately
      prior to such transaction or series of transactions or (c) the Successor
      Company shall have a Consolidated Net Worth in an amount that is not less
      than the Consolidated Net Worth of the Company immediately prior to such
      transaction or series of transactions;

                                       50
<PAGE>

provided, however, that clause (3) will not be applicable to (A) a Restricted
Subsidiary consolidating with, merging into or transferring all or part of its
properties and assets to the Company or (B) the Company merging with an
Affiliate of the Company solely for the purpose and with the sole effect of
reincorporating the Company in another jurisdiction.

            For purposes of this covenant, the sale, lease, conveyance,
assignment, transfer or other disposition of all or substantially all of the
properties and assets of one or more Subsidiaries of the Company, which
properties and assets, if held by the Company instead of such Subsidiaries,
would constitute all or substantially all of the properties and assets of the
Company on a consolidated basis, shall be deemed to be the transfer of all or
substantially all of the properties and assets of the Company.

            The Successor Company shall be the successor to the Company and
shall succeed to, and be substituted for, and may exercise every right and power
of, the Company under this Indenture, and the predecessor Company, except in the
case of a lease, shall be released from the obligation to pay the principal of
and interest on the Notes.

            Section 5.02. When Subsidiary Guarantor May Merge or Transfer
Assets. The Company shall not permit any Subsidiary Guarantor to consolidate
with or merge with or into, or convey, transfer or lease, in one transaction or
series of transactions, all or substantially all of its assets to any Person
unless:

            (1) the resulting, surviving or transferee Person (if not such
      Subsidiary) shall be a Person organized and existing under the laws of the
      jurisdiction under which such Subsidiary was organized or under the laws
      of the United States of America, or any State hereof or the District of
      Columbia, and such Person shall expressly assume, by an amendment or
      supplemental indenture to this Indenture, in a form acceptable to the
      Trustee, all the obligations of such Subsidiary, if any, under its
      Subsidiary Guaranty; provided, however, that the provisions of this
      Section 5.02(1) shall not apply in the case of a Subsidiary Guarantor that
      has been disposed of in its entirety to another Person (other than to the
      Company or an Affiliate of the Company), whether through a merger,
      consolidation or sale of Capital Stock or assets, if in connection
      therewith the Company provides an Officers' Certificate to the Trustee to
      the effect that the Company will comply with its obligations under Section
      4.06, if then applicable, in respect of such disposition;

            (2) immediately after giving effect to such transaction or
      transactions on a pro forma basis (and treating any Indebtedness which
      becomes an obligation of the resulting, surviving or transferee Person as
      a result of such transaction as having been issued by such Person at the
      time of such transaction), no Default shall have occurred and be
      continuing; and

            (3) the Company delivers to the Trustee an Officers' Certificate and
      an Opinion of Counsel, each stating that such consolidation, merger or
      transfer and such amendment or supplemental indenture, if any, complies
      with this Indenture.

                                       51
<PAGE>

                                   ARTICLE 6

                             Defaults and Remedies

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

            (1) the Company defaults in any payment of interest on any Note when
      the same becomes due and payable, and such default continues for a period
      of 30 days;

            (2) the Company defaults in the payment of the principal of any Note
      when the same becomes due and payable at its Stated Maturity, upon
      optional redemption, upon required purchase, upon declaration of
      acceleration or otherwise;

            (3) the Company fails to comply with Section 5.01;

            (4) the Company fails to comply with its obligations, if then
      applicable, in Section 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09,
      4.10 or 4.13 (other than a failure to purchase Notes when required under
      Section 4.06 or 4.09) and such failure continues for 30 days after the
      notice specified below;

            (5) the Company or any Subsidiary Guarantor fails to comply with any
      of its other agreements in this Indenture and such failure continues for
      60 days after the notice specified below;

            (6) Indebtedness of the Company or any Significant Subsidiary is not
      paid within any applicable grace period after final maturity or is
      accelerated by the holders thereof because of a default and the total
      amount of such Indebtedness unpaid or accelerated exceeds $35,000,000;

            (7) the Company or any Significant Subsidiary pursuant to or within
      the meaning of any Bankruptcy Law:

                  (A) commences a voluntary case;

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

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

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

            or takes any comparable action under any foreign laws relating to
      insolvency;

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

                  (A) is for relief against the Company or any Significant
            Subsidiary in an involuntary case;

                                       52
<PAGE>

                  (B) appoints a Custodian of the Company or any Significant
            Subsidiary or for any substantial part of its property; or

                  (C) orders the winding up or liquidation of the Company or any
            Significant Subsidiary;

      or any similar relief is granted under any foreign laws and the order or
      decree remains unstayed and in effect for 60 days;

            (9) any judgment or decree for the payment of money in excess of
      $35,000,000 is entered against the Company or any Significant Subsidiary,
      remains outstanding for a period of 60 consecutive days following such
      judgment or decree and is not discharged, waived or stayed; or

            (10) any Subsidiary Guaranty ceases to be in full force and effect
      (other than in accordance with the terms of this Indenture and such
      Subsidiary Guaranty) or any Subsidiary Guarantor denies or disaffirms its
      obligations under its Subsidiary Guaranty.

            The foregoing will constitute Events of Default whatever the reason
for any such Event of Default and whether it is voluntary or involuntary or is
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body.

            The term "Bankruptcy Law" means Title 11, United States Code, or any
similar Federal or state law for the relief of debtors. The term "Custodian"
means any receiver, trustee, assignee, liquidator, custodian or similar official
under any Bankruptcy Law.

            A Default under clauses (4) or (5) shall not constitute an Event of
Default until the Trustee or the Holders of at least 25% in principal amount of
the outstanding Notes notify the Company in writing of the Default and the
Company does not cure such Default within the time specified after receipt of
such notice.

            The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any Event of Default under clause (6) or (9) and any event which with the giving
of notice or the lapse of time would become an Event of Default under clause (4)
or (5), its status and what action the Company is taking or proposes to take
with respect thereto.

            Section 6.02. Acceleration. If an Event of Default (other than an
Event of Default specified in Section 6.01(7) or (8) with respect to the
Company) occurs and is continuing, the Trustee by notice to the Company, or the
Holders of at least 25% in principal amount of the Notes by notice to the
Company and the Trustee, may declare the principal of and accrued but unpaid
interest on all the Notes to be due and payable. Upon such a declaration, such
principal and interest shall be due and payable immediately. If an Event of
Default specified in Section 6.01(7) or (8) with respect to the Company occurs
and is continuing, the principal of and interest on all the Notes shall ipso
facto become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Noteholders. The Holders of a majority in
principal amount of the Notes by notice to the Trustee may rescind an
acceleration and its consequences if the

                                       53
<PAGE>

rescission would not conflict with any judgment or decree and if all existing
Events of Default have been cured or waived except nonpayment of principal or
interest that has become due solely because of acceleration. No such rescission
shall affect any subsequent Default or impair any right consequent thereto.

            In the event an Event of Default described in Section 6.01(6) has
occurred and is continuing, such Event of Default shall be automatically
annulled if the payment default triggering such Event of Default pursuant to
Section 6.01(6) above shall be remedied or cured by the Company or a Significant
Subsidiary or waived by the holders of the relevant Indebtedness within 60 days
of its occurrence and all other Events of Default, if any, under this Indenture
have been cured and waived.

            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 interest on the Notes or to enforce the performance of any
provision of the Notes or this Indenture.

            The Trustee may maintain a proceeding even if it does not possess
any of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Noteholder 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. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

            Section 6.04. Waiver of Past Defaults. The Holders of a majority in
principal amount of the Notes by written notice to the Trustee may waive an
existing Default and its consequences except: (i) a Default in the payment of
the principal of or interest on a Note; (ii) a Default arising from the failure
to redeem or purchase any Note when required pursuant to this Indenture; or
(iii) a Default in respect of a provision that under Section 9.02 cannot be
amended without the consent of each Noteholder affected. When a Default is
waived, it is deemed cured and the Company, the Trustee and the Noteholders
shall be restored to their former positions and rights hereunder, but no such
waiver shall extend to any subsequent or other Default or impair any consequent
right.

            Section 6.05. Control by Majority. The Holders of a majority in
principal amount of the Notes may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 7.01, that the Trustee determines is unduly prejudicial to
the rights of other Noteholders or would involve the Trustee in personal
liability; provided, however, that the Trustee may take any other action deemed
proper by the Trustee that is not inconsistent with such direction. Prior to
taking any action hereunder, the Trustee shall be entitled to indemnification
satisfactory to it in its sole discretion against all losses, fees and expenses,
including attorneys' fees and extraordinary Trustee fees and expenses, caused by
taking or not taking such action.

            Section 6.06. Limitation on Suits. Except to enforce the right to
receive payment of principal, premium (if any) or interest when due, no
Noteholder may pursue any remedy with respect to this Indenture or the Notes
unless:

                                       54
<PAGE>

            (1) the Holder has previously given the Trustee written notice
      stating that an Event of Default is continuing;

            (2) the Holders of at least 25% in principal amount of the Notes
      have made a written request to the Trustee to pursue the remedy;

            (3) such Holder or Holders have offered the Trustee reasonable
      security or indemnity against any loss, fee, liability or expense,
      including attorneys' fees and expenses and extraordinary Trustee fees and
      expenses;

            (4) the Trustee has not complied with the request within 60 days
      after receipt of the request and the offer of security or indemnity; and

            (5) the Holders of a majority in principal amount of the Notes have
      not given the Trustee a direction inconsistent with the request during
      such 60-day period.

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

            Section 6.07. Rights of Holders to Receive Payment. Notwithstanding
any other provision of this Indenture, the right of any Holder to receive
payment of principal of and interest on the Notes held by such Holder, on or
after the respective due dates expressed in the Notes, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

            Section 6.08. Collection Suit by Trustee. If an Event of Default
specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount then due and owing (together with interest on any
unpaid interest to the extent lawful) and the amounts provided for in Section
7.07.

            Section 6.09. Trustee May File Proofs of Claim. The Trustee may file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee and the Noteholders allowed
in any judicial proceedings relative to the Company, its creditors or its
property and, unless prohibited by law or applicable regulations, may vote on
behalf of the Holders in any election of a trustee in bankruptcy or other Person
performing similar functions, and any Custodian in any such judicial proceeding
is hereby authorized by each Holder to make payments to the Trustee and, in the
event that the Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and its counsel, and any other amounts due the Trustee under Section 7.07.

            Section 6.10. Priorities. If the Trustee collects any money or
property pursuant to this Article 6, it shall pay out the money or property in
the following order:

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

                                       55
<PAGE>

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

            THIRD: to the Company.

            The Trustee may fix a record date and payment date for any payment
to Noteholders pursuant to this Section. At least 15 days before such record
date, the Company shall mail to each Noteholder and the Trustee a notice that
states the record date, the payment date and amount to be paid.

            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 Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees, against any party litigant in the
suit, having due regard to the merits and good faith of the claims or defenses
made by the party litigant. This Section does not apply to a suit by the
Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of
more than 10% in principal amount of the Notes.

            Section 6.12. Waiver of Stay or Extension Laws. The Company (to the
extent it may lawfully do so) shall 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 wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and shall not hinder, delay or impede the execution
of any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law had been enacted.

                                   ARTICLE 7

                                    Trustee

            Section 7.01. Duties of Trustee.

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

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

            (1) the Trustee undertakes to perform such duties and only such
      duties as are specifically set forth in this Indenture and no implied
      covenants or obligations shall be read into this Indenture against the
      Trustee; and

            (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

                                       56
<PAGE>

      therein, upon certificates or opinions furnished to the Trustee and
      conforming to the requirements of this Indenture. However, the Trustee
      shall examine the certificates and opinions to determine whether or not
      they conform to the requirements of this Indenture.

            (c) The Trustee may not be relieved from liability 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 paragraph (b) of
      this Section;

            (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.

            (d) Every provision of this Indenture that in any way relates to the
      Trustee is subject to paragraphs (a), (b) and (c) of this Section.

            (e) The Trustee shall not be liable for interest on any money
      received by it except as the Trustee may, at its sole option, agree in
      writing with the Company.

            (f) Money held in trust by the Trustee need not be segregated from
      other funds except to the extent required by law.

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

            (h) Every provision of this Indenture relating to the conduct or
      affecting the liability of or affording protection to the Trustee shall be
      subject to the provisions of this Section and to the provisions of the
      TIA.

            Section 7.02. Rights of Trustee. Subject to TIA Sections 315(a)
through (d):

            (a) The Trustee may rely, and shall be protected in acting or
refraining from acting, upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper 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, which shall conform to
Section 11.04. The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on the Officers' Certificate or Opinion of
Counsel.

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<PAGE>

            (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; provided, however, that the Trustee's conduct does not constitute
willful misconduct or negligence.

            (e) The Trustee may consult with counsel, and the advice or opinion
of counsel with respect to legal matters relating to this Indenture and the
Notes shall be full and complete authorization and protection from liability in
respect to any action taken, omitted or suffered by it hereunder in good faith
and in accordance with the advice or opinion of such counsel.

            (f) The Trustee shall not be bound to make any investigation into
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture or
other paper or document, but the Trustee in its discretion may make such further
inquiry into such facts or matters as it may see fit.

            (g) The Trustee shall not be required to take notice or be deemed to
have taken notice of any Default hereunder, except Events of Default described
in paragraphs (1) and (2) of Section 6.01 hereof, unless the Trustee shall be
specifically notified in writing of such Default by the Company or by the
Holders of at least 25% in aggregate principal amount of the outstanding Notes
at its designated corporate trust office.

            (h) The permissive right of the Trustee to act hereunder will not be
construed as a duty.

            Section 7.03. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or
co-paying agent may do the same with like rights. However, the Trustee must
comply with Sections 7.10 and 7.11.

            Section 7.04. Trustee's Disclaimer. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Notes, it shall not be accountable for the Company's use
of the proceeds from the Notes, and it shall not be responsible for any
statement of the Company in the Indenture or in any document issued in
connection with the sale of the Notes or in the Notes other than the Trustee's
certificate of authentication.

            Section 7.05. Notice of Defaults. If a Default occurs and is
continuing and if it is known to the Trustee, the Trustee shall mail to each
Noteholder notice of the Default within 90 days after it occurs; provided,
however, that if such Default constitutes a failure to comply with Section 4.04,
the Trustee must mail to each Holder of the Notes notice of such Default within
40 days after it occurs. Except in the case of a Default in payment of principal
of or interest on any Note (including payments pursuant to the mandatory
redemption provisions of such Note, if any), 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 Noteholders.

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<PAGE>

            Section 7.06. Reports by Trustee to Holders. As promptly as
practicable after each May 15 beginning with the May 15 following the date of
this Indenture, and in any event prior to July 15 in each year, the Trustee
shall mail to each Noteholder, as provided in TIA Section 313(c), a brief
report dated as of May 15 that complies with TIA Section 313(a). The Trustee
also shall comply with TIA Section 313(b).

            A copy of each report at the time of its mailing to Noteholders
shall be mailed to the Company and filed with the SEC and each stock exchange
(if any) on which the Notes are listed. The Company agrees to notify promptly
the Trustee whenever the Notes become listed on any stock exchange and of any
delisting thereof.

            Section 7.07. Compensation and Indemnity. The Company shall pay to
the Trustee such compensation as shall be agreed upon in writing for its
services hereunder. The Trustee's compensation shall not be limited by any law
on compensation of a trustee of an express trust. The Company shall reimburse
the Trustee upon request for all reasonable out-of-pocket expenses incurred or
made by it, in addition to the compensation for its services. Such expenses
shall include the reasonable compensation and expenses, disbursements and
advances of the Trustee's agents, counsel, accountants and experts. The Company
agrees to indemnify and hold the Trustee and its directors, officers, agents and
employees (collectively the "Indemnitees") harmless from and against any and all
claims, liabilities, losses, damages, fines, penalties, and expenses, including
out-of-pocket and incidental expenses and legal fees (including the allocated
costs and expenses of in-house counsel and legal staff) ("Losses") that may be
imposed on, incurred by, or asserted against, the Indemnitees or any of them for
following any instructions or other directions upon which the Trustee is
authorized to rely pursuant to the terms of the Indenture. In addition to and
not in limitation of the immediately preceding sentence, the Company also agrees
to indemnify and hold the Indemnitees and each of them harmless from and against
any and all Losses that may be imposed on, incurred by, or asserted against, the
Indemnitees or any of them in connection with or arising out of the Trustee's
performance under the Indenture, provided the Indemnitees have not acted with
negligence or engaged in willful misconduct. The provisions of this Section
shall survive expiration or termination of this Indenture. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder. 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, which consent shall
not be unreasonably withheld.

            To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Notes on all money or property held or
collected by the Trustee other than money or property held in trust to pay
principal of and interest on particular Notes.

            The Company's payment obligations pursuant to this Section shall
survive the discharge of this Indenture. When the Trustee incurs expenses after
the occurrence of a Default specified in Section 6.01(7) or (8) with respect to
the Company, the expenses are intended to constitute expenses of administration
under the Bankruptcy Law.

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

                                       59
<PAGE>

            Section 7.08. Replacement of Trustee. The Trustee may resign at any
time by so notifying the Company in writing at least 30 days prior to the date
of the proposed resignation. The Holders of a majority in principal amount of
the Notes may remove the Trustee by so notifying the Trustee and may appoint a
successor Trustee. The Company shall remove the Trustee if:

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

            (2) the Trustee is adjudged bankrupt or insolvent;

            (3) a receiver or other public officer takes charge of the Trustee
      or its property; or

            (4) the Trustee otherwise becomes incapable of acting.

            If the Trustee resigns, is removed by the Company or by the Holders
of a majority in principal amount of the Notes and such Holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee.

            A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Noteholders. 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.

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

            If the Trustee fails to comply with Section 7.10 or shall fail to
comply with TIA Section 310(b), any Noteholder may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.

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

            If the Trustee is removed without cause, all fees and expenses of
the Trustee incurred in the administration of the trusts or in performing the
duties hereunder shall be paid to the Trustee prior to the effective date of
such removal.

            Section 7.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee with the

                                       60
<PAGE>

same effect as if the successor Trustee has been named the Trustee herein,
provided such corporation shall be otherwise qualified and eligible under this
Article.

            In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes 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 Notes or in this Indenture provided that the certificate
of the Trustee shall have.

            Section 7.10. Eligibility; Disqualification. The Trustee shall at
all times satisfy the requirements of TIA Section 310(a). The Trustee shall
always have a combined capital and surplus of at least $50,000,000 as set forth
in its most recent published annual report of condition. The Trustee shall
comply with TIA Section 310(b); provided, however, that there shall be excluded
from the operation of TIA Section 310(b)(1) any indenture or indentures under
which other securities or certificates of interest or participation in other
securities of the Company are outstanding if the requirements for such exclusion
set forth in TIA Section 310(b)(1) are met.

            Section 7.11. Preferential Collection of Claims Against Company. The
Trustee shall comply with 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.

                                   ARTICLE 8

                       Discharge of Indenture; Defeasance

            Section 8.01. Discharge of Liability on Notes; Defeasance.

            (a) When (1) the Company delivers to the Trustee all outstanding
Notes (other than Notes replaced pursuant to Section 2.07) for cancellation or
(2) all outstanding Notes have become due and payable, whether at maturity or on
a redemption date as a result of the mailing of a notice of redemption pursuant
to Article 3 hereof and the Company irrevocably deposits with the Trustee funds
sufficient to pay at maturity or upon redemption all outstanding Notes,
including interest thereon to maturity or such redemption date (other than Notes
replaced pursuant to Section 2.07), and if in either case the Company pays all
other sums payable hereunder by the Company, then this Indenture shall, subject
to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge
satisfaction and discharge of this Indenture on demand of the Company
accompanied by an Officers' Certificate and an Opinion of Counsel and at the
cost and expense of the Company.

            (b) Subject to Sections 8.01(c) and 8.02, the Company at any time
may terminate (1) all of its obligations under the Notes and this Indenture
("legal defeasance option") or (2) its obligations under Sections 4.02, 4.03,
4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, and 4.13 and the operation of Sections
6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9)

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<PAGE>

(but, in the case of Sections 6.01(7) and (8), with respect only to Significant
Subsidiaries) and the limitations contained in Sections 5.01(3) ("covenant
defeasance option"). The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option. If the
Company exercises its legal defeasance option or its covenant defeasance option,
each Subsidiary Guarantor, if any, shall be released from all its obligations
with respect to its Subsidiary Guaranty.

            If the Company exercises its legal defeasance option, payment of the
Notes may not be accelerated because of an Event of Default with respect
thereto. If the Company exercises its covenant defeasance option, payment of the
Notes may not be accelerated because of an Event of Default specified in
Sections 6.01(4), 6.01(6), 6.01(7), 6.01(8) and 6.01(9) (but, in the case of
Sections 6.01(7) and (8), with respect only to Significant Subsidiaries) or
because of the failure of the Company to comply with Section 5.01(3).

            Upon satisfaction of the conditions set forth herein and upon the
written request of the Company, the Trustee shall acknowledge in writing the
discharge of those obligations that the Company terminates.

            (c) Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.07 and 7.08 and in
this Article 8 shall survive until the Notes have been paid in full. Thereafter,
the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.

            Section 8.02. Conditions to Defeasance. The Company may exercise its
legal defeasance option or its covenant defeasance option only if:

            (1) the Company irrevocably deposits in trust with the Trustee money
      or U.S. Government Obligations for the payment of principal of and
      interest on the Notes to maturity or redemption, as the case may be;

            (2) the Company delivers to the Trustee a certificate from a
      nationally recognized firm of independent accountants expressing their
      opinion that the payments of principal and interest when due and without
      reinvestment on the deposited U.S. Government Obligations plus any
      deposited money without investment will provide cash at such times and in
      such amounts as will be sufficient to pay principal and interest when due
      on all the Notes to maturity or redemption, as the case may be;

            (3) 123 days pass after the deposit is made and during the 123-day
      period no Default specified in Sections 6.01(7) or (8) with respect to the
      Company occurs which is continuing at the end of the period;

            (4) the deposit does not constitute a default under any other
      agreement binding on the Company;

            (5) the Company delivers to the Trustee an Opinion of Counsel to the
      effect that the trust resulting from the deposit does not constitute, or
      is qualified as, a regulated investment company under the Investment
      Company Act of 1940;

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<PAGE>

            (6) in the case of the legal defeasance option, the Company shall
      have delivered to the Trustee an Opinion of Counsel stating that (A) the
      Company has received from, or there has been published by, the Internal
      Revenue Service a ruling, or (B) since the date of this Indenture there
      has been a change in the applicable Federal income tax law, in either case
      to the effect that, and based thereon such Opinion of Counsel shall
      confirm that, the Noteholders will not recognize income, gain or loss for
      Federal income tax purposes as a result of such defeasance and will be
      subject to Federal income tax on the same amounts, in the same manner and
      at the same times as would have been the case if such defeasance had not
      occurred;

            (7) in the case of the covenant defeasance option, the Company shall
      have delivered to the Trustee an Opinion of Counsel to the effect that the
      Noteholders will not recognize income, gain or loss for Federal income tax
      purposes as a result of such covenant defeasance and will be subject to
      Federal income tax on the same amounts, in the same manner and at the same
      times as would have been the case if such covenant defeasance had not
      occurred; and

            (8) the Company delivers to the Trustee an Officers' Certificate and
      an Opinion of Counsel, each stating that all conditions precedent to the
      defeasance and discharge of the Notes as contemplated by this Article 8
      have been complied with.

            Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Notes at a future date in
accordance with Article 3.

            Section 8.03. Application of Trust Money. The Trustee shall hold in
trust money or U.S. Government Obligations deposited with it pursuant to this
Article 8. It shall apply the deposited money and the money from U.S. Government
Obligations through the Paying Agent and in accordance with this Indenture to
the payment of principal of and interest on the Notes.

            Section 8.04. Repayment to Company. The Trustee and the Paying Agent
shall promptly turn over to the Company upon written request any excess money or
securities held by them at any time.

            Subject to any applicable abandoned property law, the Trustee and
the Paying Agent shall pay to the Company upon request any money held by them
for the payment of principal of or interest on the Notes that remains unclaimed
for two years, and, thereafter, Noteholders entitled to the money must look to
the Company for payment as general creditors. In the absence of any such written
request, the Trustee shall from time to time deliver such unclaimed funds to or
as directed by pertinent escheat authority, as identified by the Trustee in its
sole discretion, pursuant to and in accordance with applicable unclaimed
property laws, rules or regulations. Any such delivery shall be in accordance
with the customary practices and procedures of the Trustee and the escheat
authority. All moneys held by the Trustee and subject to this Section 8.04 shall
be held uninvested and without liability for interest thereon. Before making any
payment under this Section 8.04, the Trustee shall be entitled to receive at the
Company's expense an opinion of counsel to the effect that said payment is
permitted under applicable law.

                                       63
<PAGE>

            Section 8.05. Indemnity for Government Obligations. The Company
shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against deposited U.S. Government Obligations or the
principal and interest received on such U.S. Government Obligations.

            Section 8.06. Reinstatement. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with this
Article 8 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 Company's obligations under this
Indenture and the Notes shall be revived and reinstated as though no deposit had
occurred pursuant to this Article 8 until such time as the Trustee or Paying
Agent is permitted to apply all such money or U.S. Government Obligations in
accordance with this Article 8; provided, however, that, if the Company has made
any payment of interest on or principal of any Notes because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.

                                   ARTICLE 9

                                   Amendments

            Section 9.01. Without Consent of Holders. The Company, the
Subsidiary Guarantors, if any, and the Trustee may amend this Indenture or the
Notes without notice to or consent of any Noteholder:

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

            (2) to comply with Article 5;

            (3) to provide for uncertificated Notes in addition to or in place
      of certificated Notes; provided, however, that the uncertificated Notes
      are issued in registered form for purposes of Section 163(f) of the Code
      or in a manner such that the uncertificated Notes are described in Section
      163(f)(2)(B) of the Code;

            (4) to add Guarantees with respect to the Notes, including
      Subsidiary Guaranties, or to secure the Notes;

            (5) to add to the covenants of the Company or any Subsidiary
      Guarantors for the benefit of the Holders or to surrender any right or
      power herein conferred upon the Company or any Subsidiary Guarantor;

            (6) to make any change that does not adversely affect the rights of
      any Noteholder; or

            (7) to comply with any requirements of the SEC in connection with
      qualifying, or maintaining the qualification of, this Indenture under the
      TIA.

            After an amendment under this Section becomes effective, the Company
shall mail to Noteholders a notice briefly describing such amendment. The
failure to give

                                       64
<PAGE>

such notice to all Noteholders, or any defect therein, shall not impair or
affect the validity of an amendment under this Section.

            Section 9.02. With Consent of Holders. The Company, the Subsidiary
Guarantors, if any, and the Trustee may amend this Indenture or the Notes
without notice to any Noteholder, but with the written consent of the Holders of
at least a majority in principal amount of the Notes then outstanding (including
consents obtained in connection with a tender offer or exchange for the Notes).
However, without the consent of each Noteholder affected thereby, an amendment
or waiver, including a waiver pursuant to Section 6.04, may not:

            (1) reduce the amount of Notes whose Holders must consent to an
      amendment;

            (2) reduce the rate of or extend the time for payment of interest on
      any Note;

            (3) reduce the principal amount of or extend the Stated Maturity of
      any Note;

            (4) change the provisions applicable to the redemption of any Note
      set forth in such Note or Article 3;

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

            (6) impair the right of any Holder to receive payment of principal
      of and interest on such Holder's Notes on or after the due dates therefor
      or to institute suit for the enforcement of any payment on or with respect
      to such Holder's Notes;

            (7) make any change in Section 6.04 or 6.07 or the second sentence
      of this Section;

            (8) make any changes in the ranking or priority of any Note that
      would adversely affect the Noteholders; or

            (9) make any change in any Subsidiary Guaranty that would adversely
      affect the Noteholders.

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

            After an amendment under this Section becomes effective, the Company
shall mail to Noteholders a notice briefly describing such amendment. The
failure to give such notice to all Noteholders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section.

            Section 9.03. Compliance with Trust Indenture Act. Every amendment
to this Indenture or the Notes shall comply with the TIA as then in effect.

                                       65
<PAGE>

            Section 9.04. Revocation and Effect of Consents and Waivers. A
consent to an amendment or a waiver by a Holder of a Note shall bind the Holder
and every subsequent Holder of that Note or portion of the Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent
or waiver is not made on the Note. However, any such Holder or subsequent Holder
may revoke the consent or waiver as to such Holder's Note or portion of the Note
if the Trustee receives the notice of revocation before the date the amendment
or waiver becomes effective. After an amendment or waiver becomes effective, it
shall bind every Noteholder. An amendment or waiver becomes effective upon the
execution of such amendment or waiver by the Trustee.

            The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Noteholders entitled to give their consent or
take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Noteholders at such
record date (or their duly designated proxies), and only those Persons, shall be
entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders after
such record date. No such consent shall be valid or effective for more than 120
days after such record date.

            Section 9.05. Notation on or Exchange of Notes. If an amendment or
waiver changes the terms of a Note, the Trustee may require the Holder of the
Note to deliver it to the Trustee. The Trustee may place an appropriate notation
on the Note regarding the changed terms and return it to the Holder.
Alternatively, if the Company or the Trustee so determines, the Company in
exchange for the Note shall issue and the Trustee shall authenticate a new Note
that reflects the changed terms. Failure to make the appropriate notation or to
issue a new Note shall not affect the validity of such amendment or waiver.

            Section 9.06. Trustee To Sign Amendments. The Trustee shall sign any
amendment authorized pursuant to this Article 9 if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing such amendment the
Trustee shall be entitled to receive indemnity reasonably satisfactory to it and
to receive, and (subject to Section 7.01) shall be fully protected in relying
upon, an Officers' Certificate and an Opinion of Counsel stating that such
amendment is authorized or permitted by this Indenture.

            Section 9.07. Payment for Consent. Neither the Company nor any
Affiliate of the Company shall, directly or indirectly, pay or cause to be paid
any consideration, whether by way of interest, fee or otherwise, to any Holder
for or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of this Indenture or the Notes unless such consideration is
offered to be paid to all Holders that so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or agreement.

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<PAGE>

                                   ARTICLE 10

                              Subsidiary Guaranties

            Section 10.01. Guaranties. Each Subsidiary Guarantor hereby
unconditionally and irrevocably guarantees, jointly and severally, to each
Holder and to the Trustee and its successors and assigns (a) the full and
punctual payment of principal of and interest on the Notes when due, whether at
maturity, by acceleration, by redemption or otherwise, and all other monetary
obligations of the Company under this Indenture and the Notes and (b) the full
and punctual performance within applicable grace periods of all other
obligations of the Company under this Indenture and the Notes (all the foregoing
being hereinafter collectively called the "Guarantied Obligations"). Each
Subsidiary Guarantor further agrees that the Guarantied Obligations may be
extended or renewed, in whole or in part, without notice or further assent from
such Subsidiary Guarantor and that such Subsidiary Guarantor will remain bound
under this Article 10 notwithstanding any extension or renewal of any Guarantied
Obligation.

            Each Subsidiary Guarantor waives presentation to, demand of, payment
from and protest to the Company of any of the Guarantied Obligations and also
waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice
of any default under the Notes or the Guarantied Obligations. The obligations of
each Subsidiary Guarantor hereunder shall not be affected by (a) the failure of
any Holder or the Trustee to assert any claim or demand or to enforce any right
or remedy against the Company or any other Person under this Indenture, the
Notes or any other agreement or otherwise; (b) any extension or renewal of any
thereof; (c) any rescission, waiver, amendment or modification of any of the
terms or provisions of this Indenture, the Notes or any other agreement; (d) the
release of any security held by any Holder or the Trustee for the Guarantied
Obligations or any of them; (e) the failure of any Holder or the Trustee to
exercise any right or remedy against any other guarantor of the Guarantied
Obligations; or (f) except as set forth in Section 10.06, any change in the
ownership of such Subsidiary Guarantor.

            Each Subsidiary Guarantor further agrees that its Subsidiary
Guaranty herein constitutes a guarantee of payment, performance and compliance
when due (and not a guarantee of collection) and waives any right to require
that any resort be had by any Holder or the Trustee to any security held for
payment of the Guarantied Obligations.

            Except as expressly set forth in Sections 8.01(b), 10.02 and 10.06,
the obligations of each Subsidiary Guarantor hereunder shall not be subject to
any reduction, limitation, impairment or termination for any reason, including
any claim of waiver, release, surrender, alteration or compromise, and shall not
be subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of the
Guarantied Obligations or otherwise. Without limiting the generality of the
foregoing, the obligations of each Subsidiary Guarantor herein shall not be
discharged or impaired or otherwise affected by the failure of any Holder or the
Trustee to assert any claim or demand or to enforce any remedy under this
Indenture, the Notes or any other agreement, by any waiver or modification of
any thereof, by any default, failure or delay, willful or otherwise, in the
performance of the obligations, or by any other act or thing or omission or
delay to do any other act or thing which may or might in any manner or to any
extent vary the risk of such Subsidiary

                                       67
<PAGE>

Guarantor or would otherwise operate as a discharge of such Subsidiary Guarantor
as a matter of law or equity.

            Each Subsidiary Guarantor further agrees that its Guarantee herein
shall continue to be effective or be reinstated, as the case may be, if at any
time payment, or any part thereof, of principal of or interest on any Obligation
is rescinded or must otherwise be restored by any Holder or the Trustee upon the
bankruptcy or reorganization of the Company or otherwise.

            In furtherance of the foregoing and not in limitation of any other
right which any Holder or the Trustee has at law or in equity against any
Subsidiary Guarantor by virtue hereof, upon the failure of the Company to pay
the principal of or interest on any Obligation when and as the same shall become
due, whether at maturity, by acceleration, by redemption or otherwise, or to
perform or comply with any other Guarantied Obligation, each Subsidiary
Guarantor hereby promises to and shall, upon receipt of written demand by the
Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the
Trustee an amount equal to the sum of (1) the unpaid amount of such Guarantied
Obligations, (2) accrued and unpaid interest on such Guarantied Obligations (but
only to the extent not prohibited by law) and (3) all other monetary Guarantied
Obligations of the Company to the Holders and the Trustee.

            Each Subsidiary Guarantor further agrees that, as between it, on the
one hand, and the Holders and the Trustee, on the other hand, (x) the maturity
of the Guarantied Obligations hereby may be accelerated as provided in Article 6
for the purposes of such Subsidiary Guarantor's Subsidiary Guaranty herein,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Guarantied Obligations, and (y) in the event of
any declaration of acceleration of such Guarantied Obligations as provided in
Article 6, such Guarantied Obligations (whether or not due and payable) shall
forthwith become due and payable by such Subsidiary Guarantor for the purposes
of this Section.

            Each Subsidiary Guarantor also agrees to pay any and all costs and
expenses (including reasonable attorneys' fees and expenses) incurred by the
Trustee or any Holder in enforcing any rights under this Section.

            Section 10.02. Limitation on Liability. Any term or provision of
this Indenture to the contrary notwithstanding, the maximum aggregate amount of
the Guarantied Obligations by any Subsidiary Guarantor shall not exceed the
maximum amount that can be hereby guaranteed without rendering this Indenture,
as it relates to such Subsidiary Guarantor, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.

            Section 10.03. Successors and Assigns. This Article 10 shall be
binding upon each Subsidiary Guarantor and its successors and assigns and shall
enure to the benefit of the successors and assigns of the Trustee and the
Holders and, in the event of any transfer or assignment of rights by any Holder
or the Trustee, the rights and privileges conferred upon that party in this
Indenture and in the Notes shall automatically extend to and be vested in such
transferee or assignee, all subject to the terms and conditions of this
Indenture.

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<PAGE>

            Section 10.04. No Waiver. Neither a failure nor a delay on the part
of either the Trustee or the Holders in exercising any right, power or privilege
under this Article 10 shall operate as a waiver thereof, nor shall a single or
partial exercise thereof preclude any other or further exercise of any right,
power or privilege. The rights, remedies and benefits of the Trustee and the
Holders herein expressly specified are cumulative and not exclusive of any other
rights, remedies or benefits which either may have under this Article 10 at law,
in equity, by statute or otherwise.

            Section 10.05. Modification. No modification, amendment or waiver of
any provision of this Article 10, nor the consent to any departure by any
Subsidiary Guarantor therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Trustee, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. No notice to or demand on any Subsidiary Guarantor in any case shall
entitle such Subsidiary Guarantor to any other or further notice or demand in
the same, similar or other circumstances.

            Section 10.06. Release of Subsidiary Guarantor. (a) Upon (i) the
sale or other disposition (including by way of consolidation or merger) of any
Subsidiary Guarantor (other than to the Company or an Affiliate of the Company),
(ii) the sale or disposition of all or substantially all the assets of such
Subsidiary Guarantor (other than to the Company or an Affiliate of the Company)
or (iii) the designation of such Subsidiary Guarantor as an Unrestricted
Subsidiary, in each case in accordance with the provisions of this Indenture,
(b) if a Subsidiary Guarantor originally became a Subsidiary Guarantor pursuant
to the requirements of Section 4.08 in connection with such Subsidiary
Guarantor's Guarantee of other Indebtedness or creation of a Lien to secure the
payment of other Indebtedness, upon the release or discharge of the Guarantee or
security of payment of other Indebtedness (other than a discharge by or as a
result of payment under such Guarantee or security), subject to paragraph 5 of
Section 10.01, when all the Guarantied Obligations shall have been irrevocably
paid in full, such Subsidiary Guarantor shall be deemed released from all
obligations under such Subsidiary Guaranty, this Indenture and the Notes without
any further action required on the part of the Trustee or any Holder. At the
request of the Company, the Trustee shall execute and deliver an appropriate
instrument evidencing such release.

            Section 10.07. Form of Supplemental Indenture. Where this Indenture
requires that any Restricted Subsidiary execute and deliver a supplemental
indenture to this Indenture pursuant to which such Restricted Subsidiary
guarantees payment of the Notes, such Restricted Subsidiary shall execute and
deliver a supplemental indenture in the form attached to this Indenture as
Exhibit I.

                                   ARTICLE 11

                                  Miscellaneous

            Section 11.01. Trust Indenture Act Controls. If any provision of
this Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the required provision
shall control.

            Section 11.02. Notices. Any notice or communication shall be in
writing and delivered in person or mailed by first-class mail addressed as
follows, provided,

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<PAGE>

however, that any notice to the Trustee shall not be deemed to be given until it
is actually received by the Trustee:

            if to the Company:

                CITGO Petroleum Corporation
                1293 Eldridge Parkway
                Houston, Texas 77077

                Attention: General Counsel

            if to the Trustee:

                J.P. Morgan Trust Company, National Association
                Chase National Tower
                250 West Huron Road, Suite 220

                Cleveland, OH 44113

                Attention: Corporate Trust Administrator

            The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

            Any notice or communication mailed to a Noteholder shall be mailed
to the Noteholder at the Noteholder's address as it appears on the registration
books of the Registrar and shall be sufficiently given if so mailed within the
time prescribed.

            Any notice or communication shall also be so mailed to any Person
described in TIA Section 313(c), to the extent required by the TIA. Copies of
any such communication or notice to a Holder shall also be mailed to the
Trustee, the Registrar, co-registrar, Paying Agent and transfer agent at the
same time.

            Failure to mail a notice or communication to a Noteholder or any
defect in it shall not affect its sufficiency with respect to other Noteholders.
If a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

            Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waiver of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

            In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

            Section 11.03. Communication by Holders with Other Holders.
Noteholders may communicate pursuant to TIA Section 312(b) with other
Noteholders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

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<PAGE>

            Section 11.04. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company to the Trustee to take or refrain
from taking any action under this Indenture, the Company shall furnish to the
Trustee:

            (1) an Officers' Certificate in form and substance reasonably
      satisfactory to the Trustee stating that, in the opinion of the signers,
      all conditions precedent, if any, provided for in this Indenture relating
      to the proposed action have been complied with; and

            (2) an Opinion of Counsel in form and substance reasonably
      satisfactory to the Trustee stating that, in the opinion of such counsel,
      all such conditions precedent have been complied with.

            Section 11.05. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

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

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

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

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

provided, however, that, with respect to matters of fact, an Opinion of Counsel
may rely on an Officers' Certificate or certificates of public officials.

            Section 11.06. When Notes Disregarded. In determining whether the
Holders of the required principal amount of Notes have concurred in any
direction, waiver or consent, Notes owned by the Company or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company shall be disregarded and deemed not to be
outstanding, except that, for the purpose of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes which the Trustee knows are so owned shall be so disregarded. Also,
subject to the foregoing, only Notes outstanding at the time shall be considered
in any such determination.

            Section 11.07. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of Noteholders. The
Registrar and the Paying Agent may make reasonable rules for their functions.

            Section 11.08. Legal Holidays. If a payment date is a Legal Holiday,
payment shall be made on the next succeeding day that is not a Legal Holiday,
and no

                                       71
<PAGE>

interest shall accrue for the intervening period. If a regular record date is a
Legal Holiday, the record date shall not be affected.

            Section 11.09. Governing Law. This Indenture and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New York
but without giving effect to applicable principles of conflicts of law to the
extent that the application of the laws of another jurisdiction would be
required thereby.

            Section 11.10. No Recourse Against Others. A director, officer,
employee, controlling person, stockholder or other equity holder as such, of the
Company shall not have any liability for any obligations, covenants or
agreements of the Company under the Notes or this Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. By
accepting a Note, each Noteholder shall waive and release all such liability.
The waiver and release shall be part of the consideration for the issue of the
Notes.

            Section 11.11. Successors. All agreements of the Company in this
Indenture and the Notes shall bind its successors. All agreements of the Trustee
in this Indenture shall bind its successors.

            Section 11.12. Multiple Originals. The parties may sign any number
of copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement. One signed copy is enough to prove
this Indenture.

            Section 11.13. Table of Contents; Headings. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.

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<PAGE>

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

                                     CITGO PETROLEUM CORPORATION

                                      by

                                         /s/ Philip J. Reedy
                                         ----------------------------
                                         Name: Philip J. Reedy
                                         Title: Treasurer

                                     J.P. MORGAN TRUST COMPANY, NATIONAL
                                      ASSOCIATION, as Trustee

                                      by

                                         /s/ Biagio Impala
                                         ----------------------------
                                         Name: Biagio Impala
                                         Title: Assistant Vice President

<PAGE>

                                                                       EXHIBIT I

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

            SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
[ ] among [ ] (the "New Subsidiary Guarantor"), CITGO Petroleum Corporation, a
Delaware corporation (or its permitted successor) (the "Company"), the
Subsidiary Guarantors (the "Existing Subsidiary Guarantors"), if any, and J.P.
Morgan Trust Company, National Association, as Trustee under the Indenture (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 (the "Indenture"), dated as of October 22, 2004, providing
for the issuance of 6% Senior Notes due 2011 (the "Notes");

            WHEREAS, Sections 4.03 and 4.08 of the Indenture provide that under
certain circumstances the Company will cause a Restricted Subsidiary to execute
and deliver to the Trustee a supplemental indenture pursuant to which such
Restricted Subsidiary will Guarantee payment of the Notes on the terms and
conditions set forth in the Indenture; and

            WHEREAS, pursuant to Section 9.01(4) of the Indenture, the Trustee,
the Company and the Existing Subsidiary Guarantors, if any, are authorized to
execute and deliver this Supplemental Indenture.

            NOW THEREFORE, in consideration of the foregoing and for good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company, the New Subsidiary Guarantor, the Existing Subsidiary Guarantors, if
any, and the Trustee mutually covenant and agree for the equal and ratable
benefit of the Holders of the Notes as follows:

            SECTION 1. Capitalized Terms. Capitalized terms used herein but not
defined shall have the meanings assigned to them in the Indenture.

            SECTION 2. Guaranties. The New Subsidiary Guarantor hereby agrees,
jointly and severally, with all other Subsidiary Guarantors, if any, to
Guarantee the Company's obligations under the Notes on the terms and subject to
the conditions set forth in Article 10 of the Indenture and to be bound by all
other applicable provisions of the Indenture.

            SECTION 3. Ratification of Indenture; Supplemental Indentures Part
of Indenture. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Supplemental Indenture shall
form a part of the Indenture for all

<PAGE>

purposes, and every holder of Notes heretofore or hereafter authenticated and
delivered shall be bound hereby.

            SECTION 4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

            SECTION 5. Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture.

            SECTION 6. Counterparts. 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.

            SECTION 7. Effect of Headings. The Section headings herein are for
convenience only and shall not effect the construction of this Supplemental
Indenture.

<PAGE>

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

                              CITGO Petroleum Corporation

                               by

                                  _____________________________
                                  Name:
                                  Title:

                              [SUBSIDIARY GUARANTORS]

                               by

                                  _____________________________
                                  Name:
                                  Title:

                              [NEW SUBSIDIARY GUARANTOR]

                               by

                                  _____________________________
                                  Name:
                                  Title:

                              J.P. Morgan Trust Company,
                              National Association, as Trustee

                               by

                                  _____________________________
                                  Name:
                                  Title:

<PAGE>

                         RULE 144A/REGULATION S APPENDIX
                      PROVISIONS RELATING TO INITIAL NOTES,
                             PRIVATE EXCHANGE NOTES
                               AND EXCHANGE NOTES

      1. Definitions

      1.1 Definitions

      For the purposes of this Appendix the following terms shall have the
meanings indicated below:

            "Applicable Procedures" means, with respect to any transfer or
transaction involving a Temporary Regulation S Global Note or beneficial
interest therein, the rules and procedures of the Depository, Euroclear and
Clearstream for such a Temporary Regulation S Global Note, in each case to the
extent applicable to such transaction and as in effect from time to time.

            "Clearstream" means Clearstream Banking, Societe Anonyme, or any
successor securities clearing agency.

            "Definitive Note" means a certificated Initial Note or Exchange Note
or Private Exchange Note bearing, if required, the restricted notes legend set
forth in Section 2.3(e).

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

            "Distribution Compliance Period", with respect to any Notes, means
the period of 40 consecutive days beginning on and including the later of (i)
the day on which such Notes are first offered to Persons other than distributors
(as defined in Regulation S under the Securities Act) in reliance on Regulation
S and (ii) the issue date with respect to such Notes.

            "Euroclear" means Euroclear Bank S.A., as operator of the Euroclear
System or any successor securities clearing agency.

            "Exchange Notes" means (1) the 6% Senior Notes due 2011 issued
pursuant to the Indenture in connection with the Registered Exchange Offer
pursuant to a Registration Rights Agreement, and (2) Additional Notes, if any,
issued pursuant to a registration statement filed with the SEC under the
Securities Act.

            "Initial Purchasers" means (1) with respect to the Initial Notes
issued on the Issue Date, Lehman Brothers Inc., BNP Paribas Securities Corp.,
BNY Capital Markets, Inc., Citigroup Global Markets Inc., SG Americas
Securities, LLC and WestLB AG, London Branch, and (2) with respect to each
issuance of Additional Notes, the Persons purchasing or underwriting such
Additional Notes under the related Purchase Agreement.

<PAGE>

            "Initial Notes" means (1) $250,000,000 aggregate principal amount of
6% Senior Notes due 2011 issued on the Issue Date, and (2) Additional Notes, if
any, issued in a transaction exempt from the registration requirements of the
Securities Act.

            "Notes" means the Initial Notes, the Exchange Notes and the Private
Exchange Notes, treated as a single class.

            "Notes Custodian" means the custodian with respect to a Global Note
(as appointed by the Depository), or any successor Person thereto and shall
initially be the Trustee.

            "Private Exchange" means the offer by the Company, pursuant to the
Registration Rights Agreement, to the Initial Purchasers to issue and deliver to
each Initial Purchaser, in exchange for the Initial Notes held by the Initial
Purchaser as part of its initial distribution, a like aggregate principal amount
of Private Exchange Notes.

            "Private Exchange Notes" means any 6% Senior Notes due 2011 issued
in connection with a Private Exchange.

            "Purchase Agreement" means with (1) respect to the Initial Notes
issued on the Issue Date, the Purchase Agreement dated October 15, 2004, among
the Company and the Initial Purchasers, and (2) with respect to each issuance of
Additional Notes, the purchase agreement or underwriting agreement among the
Company and the Persons purchasing or underwriting such Additional Notes.

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

            "Registered Exchange Offer" means the offer by the Company, pursuant
to a Registration Rights Agreement, to certain Holders of Initial Notes, to
issue and deliver to such Holders, in exchange for the Initial Notes, a like
aggregate principal amount of Exchange Notes registered under the Securities
Act.

            "Registration Rights Agreement" means (1) with respect to the
Initial Notes issued on the Issue Date, the Registration Rights Agreement dated
October 22, 2004, among the Company and the Initial Purchasers, and (2) with
respect to each issuance of Additional Notes issued in a transaction exempt from
the registration requirements of the Securities Act, the registration rights
agreement, if any, among the Company and the Persons purchasing such Additional
Notes under the related Purchase Agreement.

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

            "Shelf Registration Statement" means the registration statement
issued by the Company in connection with the offer and sale of Initial Notes or
Private Exchange Notes pursuant to a Registration Rights Agreement.

            "Transfer Restricted Notes" means Notes that bear or are required to
bear the legend set forth in Section 2.3(e)hereof.

<PAGE>

      1.2 Other Definitions

<TABLE>
<CAPTION>
                                                    Defined
                Term                              in Section:
                ----                              ----------
<S>                                               <C>
"Agent Members" .............................          2.1(b)
"Global Note" ...............................          2.1(a)
"Permanent Regulation S Global Note" ........          2.1(a)
"Regulation S" ..............................          2.1(a)
"Rule 144A" .................................          2.1(a)
"Rule 144A Global Note" .....................          2.1(a)
"Temporary Regulation S Global Note" ........          2.1(a)
</TABLE>

      2. The Notes.

      2.1 (a) Form and Dating. The Initial Notes will be offered and sold by the
Company pursuant to a Purchase Agreement. The Initial Notes will be resold
initially only to (i) QIBs in reliance on Rule 144A under the Securities Act
("Rule 144A") and (ii) Persons other than U.S. Persons (as defined in Regulation
S) in reliance on Regulation S under the Securities Act ("Regulation S").
Initial Notes may thereafter be transferred to, among others, QIBs and
purchasers in reliance on Regulation S, in each case, subject to the
restrictions on transfer set forth herein. Initial Notes initially resold
pursuant to Rule 144A shall be issued initially in the form of one or more
permanent global Notes in definitive, fully registered form (collectively, the
"Rule 144A Global Note") and Initial Notes initially resold pursuant to
Regulation S shall be issued initially in the form of one or more temporary
global notes in definitive, fully registered form (collectively, the "Temporary
Regulation S Global Note"), in each case without interest coupons and with the
global notes legend and restricted notes Legend set forth in Exhibit A hereto,
which shall be deposited on behalf of the purchasers of the Initial Notes
represented thereby with the Notes Custodian, and registered in the name of the
Depository or a nominee of the Depository, duly executed by the Company and
authenticated by the Trustee as provided in this Indenture. Except as set forth
in this Section 2.1(a), beneficial ownership interests in the Temporary
Regulation S Global Note (x) will not be exchangeable for interests in the Rule
144A Global Note, a permanent global Note (the "Permanent Regulation S Global
Note"), or any other Note prior to the expiration of the Distribution Compliance
Period and (y) then, after the expiration of the Distribution Compliance Period,
may be exchanged for interests in a Rule 144A Global Note or the Permanent
Regulation S Global Note only upon certification that beneficial ownership
interests in such Temporary Regulation S Global Note are owned either by
non-U.S. persons or U.S. persons who purchased such interests in a transaction
that did not require registration under the Securities Act.

            Beneficial interests in Temporary Regulation S Global Notes may be
exchanged for interests in Rule 144A Global Notes if (1) such exchange occurs in
connection with a transfer of Notes in compliance with Rule 144A, and (2) the
transferor of the beneficial interest in the Temporary Regulation S Global Note
first delivers to the Trustee a written certificate (in a form satisfactory to
the Trustee) to the effect that the beneficial interest in the Temporary
Regulation S Global Note is being transferred to a Person (a) who the transferor
reasonably believes to be a QIB, (b) purchasing for its own account or the
account of a QIB in a transaction meeting the requirements of Rule 144A, and (c)
in accordance with all applicable securities laws of the States of the United
States and other jurisdictions.

<PAGE>

            The Rule 144A Global Note, the Temporary Regulation S Global Note
and the Permanent Regulation S Global Note are collectively referred to herein
as "Global Notes". The aggregate principal amount of the Global Notes may from
time to time be increased or decreased by adjustments made on the records of the
Trustee and the Depository and the Notes Custodian as hereinafter provided.

            (b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a
Global Note deposited with or on behalf of the Depository.

            The Company shall execute and the Trustee shall, in accordance with
this Section 2.1(b), authenticate and deliver initially one or more Global Notes
that (a) shall be registered in the name of the Depository for such Global Note
or Global Notes or the nominee of such Depository and (b) shall be delivered by
the Trustee to such Depository or pursuant to such Depository's instructions or
held by the Notes Custodian.

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

            (c) Certificated Notes. Except as provided in this Section 2.1 or
Section 2.3 or 2.4, owners of beneficial interests in Global Notes shall not be
entitled to receive physical delivery of Definitive Notes.

      2.2 Authentication. The Trustee shall authenticate and deliver: (1) on the
Issue Date, an aggregate principal amount of $250,000,000 6% Senior Notes due
2011; and (2) any Additional Notes for an original issue in an aggregate
principal amount specified in the written order of the Company pursuant to
Section 2.02 of the Indenture and (3) Exchange Notes or Private Exchange Notes
for issue only in a Registered Exchange Offer or a Private Exchange,
respectively, pursuant to a Registration Rights Agreement, for a like principal
amount of Initial Notes, in each case upon a written order of the Company signed
by two Officers. Such order shall specify the amount of the Notes to be
authenticated and the date on which the original issue of Notes is to be
authenticated and, in the case of any issuance of Additional Notes pursuant to
Section 2.13 of the Indenture, shall certify that such issuance is in compliance
with Section 4.03 of the Indenture.

      2.3 Transfer and Exchange. (a) Transfer and Exchange of Definitive Notes.
When Definitive Notes are presented to the Registrar or a co-registrar with a
request:

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

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

<PAGE>

the Registrar or co-registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met;
provided, however, that the Definitive Notes surrendered for transfer or
exchange:

            (i) shall be duly endorsed or accompanied by a written instrument of
      transfer in form reasonably satisfactory to the Company and the Registrar
      or co-registrar, duly executed by the Holder thereof or its attorney duly
      authorized in writing; and

            (ii) if such Definitive Notes are required to bear a restricted
      notes legend, they are being transferred or exchanged pursuant to an
      effective registration statement under the Securities Act, pursuant to
      Section 2.3(b) or pursuant to clause (A), (B) or (C) below, and are
      accompanied by the following additional information and documents, as
      applicable:

                  (A) if such Definitive Notes are being delivered to the
            Registrar by a Holder for registration in the name of such Holder,
            without transfer, a certification from such Holder to that effect;
            or

                  (B) if such Definitive Notes are being transferred to the
            Company, a certification to that effect; or

                  (C) if such Definitive Notes are being transferred (x)
            pursuant to an exemption from registration in accordance with Rule
            144A, Regulation S or Rule 144 under the Securities Act; or (y) in
            reliance upon another exemption from the requirements of the
            Securities Act: (i) a certification to that effect (in the form set
            forth on the reverse of the Note) and (ii) if the Company so
            requests, an opinion of counsel or other evidence reasonably
            satisfactory to it as to the compliance with the restrictions set
            forth in the legend set forth in Section 2.3(e)(i).

            (b) Restrictions on Transfer of a Definitive Note for a Beneficial
Interest in a Global Note. A Definitive Note may not be exchanged for a
beneficial interest in a Rule 144A Global Note or a Permanent Regulation S
Global Note except upon satisfaction of the requirements set forth below. Upon
receipt by the Trustee of a Definitive Note, duly endorsed or accompanied by
appropriate instruments of transfer, in form satisfactory to the Trustee,
together with:

            (i) certification, in the form set forth on the reverse of the Note,
      that such Definitive Note is either (A) being transferred to a QIB in
      accordance with Rule 144A or (B) is being transferred after expiration of
      the Distribution Compliance Period by a Person who initially purchased
      such Note in reliance on Regulation S to a buyer who elects to hold its
      interest in such Note in the form of a beneficial interest in the
      Permanent Regulation S Global Note; and

            (ii) written instructions directing the Trustee to make, or to
      direct the Notes Custodian to make, an adjustment on its books and records
      with respect to such Rule 144A Global Note (in the case of a transfer
      pursuant to clause (b)(i)(A)) or Permanent Regulation S Note (in the case
      of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the
      aggregate principal amount of the Notes represented by the Rule 144A
      Global Note or Permanent

<PAGE>

      Regulation S Global Note, as applicable, such instructions to contain
      information regarding the Depository account to be credited with such
      increase,

then the Trustee shall cancel such Definitive Note and cause, or direct the
Notes Custodian to cause, in accordance with the standing instructions and
procedures existing between the Depository and the Notes Custodian, the
aggregate principal amount of Notes represented by the Rule 144A Global Note or
Permanent Regulation S Global Note, as applicable, to be increased by the
aggregate principal amount of the Definitive Note to be exchanged and shall
credit or cause to be credited to the account of the Person specified in such
instructions a beneficial interest in the Rule 144A Global Note or Permanent
Regulation S Global Note, as applicable, equal to the principal amount of the
Definitive Note so canceled. If no Rule 144A Global Notes or Permanent
Regulation S Global Notes, as applicable, are then outstanding, the Company
shall issue and the Trustee shall authenticate, upon written order of the
Company in the form of an Officers' Certificate, a new Rule 144A Global Note or
Permanent Regulation S Global Note, as applicable, in the appropriate principal
amount.

            (c) Transfer and Exchange of Global Notes. (i) The transfer and
exchange of Global Notes or beneficial interests therein shall be effected
through the Depository, in accordance with this Indenture (including applicable
restrictions on transfer set forth herein, if any) and the procedures of the
Depository therefor. A transferor of a beneficial interest in a Global Note
shall deliver to the Registrar a written order given in accordance with the
Depository's procedures containing information regarding the participant account
of the Depository to be credited with a beneficial interest in the Global Note.
The Registrar shall, in accordance with such instructions, instruct the
Depository to credit to the account of the Person specified in such instructions
a beneficial interest in the Global Note and to debit the account of the Person
making the transfer the beneficial interest in the Global Note being
transferred.

            (ii) If the proposed transfer is a transfer of a beneficial interest
      in one Global Note to a beneficial interest in another Global Note, the
      Registrar shall reflect on its books and records the date and an increase
      in the principal amount of the Global Note to which such interest is being
      transferred in an amount equal to the principal amount of the interest to
      be so transferred, and the Registrar shall reflect on its books and
      records the date and a corresponding decrease in the principal amount of
      the Global Note from which such interest is being transferred.

            (iii) Notwithstanding any other provisions of this Appendix (other
      than the provisions set forth in Section 2.4), a Global Note may not be
      transferred as a whole except by the Depository to a nominee of the
      Depository or by a nominee of the Depository to the Depository or another
      nominee of the Depository or by the Depository or any such nominee to a
      successor Depository or a nominee of such successor Depository.

            (iv) In the event that a Global Note is exchanged for Definitive
      Notes pursuant to Section 2.4 of this Appendix prior to the consummation
      of a Registered Exchange Offer or the effectiveness of a Shelf
      Registration Statement with respect to such Notes, such Notes may be
      exchanged only in accordance with such procedures as are substantially
      consistent with the provisions of this Section 2.3 (including the
      certification requirements set forth on the reverse of the Initial Notes
      intended to ensure that such transfers comply with Rule 144A or

<PAGE>

      Regulation S, as the case may be) and such other procedures as may from
      time to time be adopted by the Company.

            (d) Restrictions on Transfer of Temporary Regulation S Global Notes.
During the Distribution Compliance Period, beneficial ownership interests in
Temporary Regulation S Global Notes may only be sold, pledged or transferred
through Euroclear or Clearstream in accordance with the Applicable Procedures
and only (i) to the Company, (ii) in an offshore transaction in accordance with
Regulation S (other than a transaction resulting in an exchange for interest in
a Permanent Regulation S Global Note), or (iii) pursuant to an effective
registration statement under the Securities Act, in each case in accordance with
any applicable securities laws of any state of the United States.

            (e) Legend.

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

                  THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
            TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
            SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS
            NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
            ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.
            EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF
            THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
            SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

                  THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY
            THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
            TRANSFERRED, ONLY (I) TO THE COMPANY, (II) IN THE UNITED STATES TO A
            PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
            INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
            ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III)
            OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE
            WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO EXEMPTION
            FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
            THEREUNDER (IF AVAILABLE), (V) TO AN INSTITUTIONAL ACCREDITED
            INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS
            OF THE SECURITIES ACT, (VI) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
            FROM REGISTRATION UNDER THE SECURITIES ACT, OR (VII) PURSUANT TO AN
            EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH
            OF CASES (I) THROUGH (VII) IN ACCORDANCE WITH ANY APPLICABLE
            SECURITIES LAWS OF

<PAGE>

            ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH
            SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE
            FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

      Each Definitive Note will also bear the following additional legend:

                  IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO
            THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
            INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM
            THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

            (ii) Upon any sale or transfer of a Transfer Restricted Note
      (including any Transfer Restricted Note represented by a Global Note)
      pursuant to Rule 144 under the Securities Act, the Registrar shall permit
      the transferee thereof to exchange such Transfer Restricted Note for a
      certificated Note that does not bear the legend set forth above and
      rescind any restriction on the transfer of such Transfer Restricted Note,
      if the transferor thereof certifies in writing to the Registrar that such
      sale or transfer was made in reliance on Rule 144 (such certification to
      be in the form set forth on the reverse of the Note).

            (iii) After a transfer of any Initial Notes or Private Exchange
      Notes pursuant to and during the period of the effectiveness of a Shelf
      Registration Statement with respect to such Initial Notes or Private
      Exchange Notes, as the case may be, all requirements pertaining to legends
      on such Initial Note or such Private Exchange Note will cease to apply,
      the requirements requiring any such Initial Note or such Private Exchange
      Note issued to certain Holders be issued in global form will cease to
      apply, and a certificated Initial Note or Private Exchange Note or an
      Initial Note or Private Exchange Note in global form, in each case without
      restrictive transfer legends, will be available to the transferee of the
      Holder of such Initial Notes or Private Exchange Notes upon exchange of
      such transferring Holder's certificated Initial Note or Private Exchange
      Note or appropriate directions to transfer such Holder's interest in the
      Global Note, as applicable.

            (iv) Upon the consummation of a Registered Exchange Offer with
      respect to the Initial Notes, all requirements pertaining to such Initial
      Notes that Initial Notes issued to certain Holders be issued in global
      form will still apply with respect to Holders of such Initial Notes that
      do not exchange their Initial Notes, and Exchange Notes in certificated or
      global form, in each case without the restrictive notes legend set forth
      in Exhibit A hereto will be available to Holders that exchange such
      Initial Notes in such Registered Exchange Offer.

            (v) Upon the consummation of a Private Exchange with respect to the
      Initial Notes, all requirements pertaining to such Initial Notes that
      Initial Notes issued to certain Holders be issued in global form will
      still apply with respect to Holders of such Initial Notes that do not
      exchange their Initial Notes, and Private Exchange Notes in global form
      with the global notes legend and the Restricted

<PAGE>

      Notes Legend set forth in Exhibit A hereto will be available to Holders
      that exchange such Initial Notes in such Private Exchange.

            (f) Cancellation or Adjustment of Global Note. At such time as all
beneficial interests in a Global Note have either been exchanged for Definitive
Notes, redeemed, purchased or canceled, such Global Note shall be returned to
the Depository for cancellation or retained and canceled by the Trustee. At any
time prior to such cancellation, if any beneficial interest in a Global Note is
exchanged for certificated Notes, redeemed, purchased or canceled, the principal
amount of Notes represented by such Global Note shall be reduced and an
adjustment shall be made on the books and records of the Trustee (if it is then
the Notes Custodian for such Global Note) with respect to such Global Note, by
the Trustee or the Notes Custodian, to reflect such reduction.

            (g) Obligations with Respect to Transfers and Exchanges of Notes.

            (i) To permit registrations of transfers and exchanges, the Company
      shall execute and the Trustee shall authenticate Definitive Notes and
      Global Notes at the Registrar's or co-registrar's request.

            (ii) No service charge shall be made for any registration of
      transfer or exchange, but the Company may require payment of a sum
      sufficient to cover any transfer tax, assessments, or similar governmental
      charge payable in connection therewith (other than any such transfer
      taxes, assessments or similar governmental charge payable upon exchange or
      transfer pursuant to Sections 3.05, 4.09 and 9.05 of the Indenture).

            (iii) The Registrar or co-registrar shall not be required to
      register the transfer of or exchange of (a) any Definitive Note selected
      for redemption in whole or in part pursuant to Article 3 of this
      Indenture, except the unredeemed portion of any Definitive Note being
      redeemed in part, or (b) any Note for a period beginning 15 Business Days
      before the mailing of a notice of an offer to repurchase or redeem Notes
      or 15 Business Days before an interest payment date.

            (iv) Prior to the due presentation for registration of transfer of
      any Note, the Company, the Trustee, the Paying Agent, the Registrar or any
      co-registrar may deem and treat the person in whose name a Note is
      registered as the absolute owner of such Note for the purpose of receiving
      payment of principal of and interest on such Note and for all other
      purposes whatsoever, whether or not such Note is overdue, and none of the
      Company, the Trustee, the Paying Agent, the Registrar or any co-registrar
      shall be affected by notice to the contrary.

            (v) All Notes issued upon any transfer or exchange pursuant to the
      terms of this Indenture shall evidence the same debt and shall be entitled
      to the same benefits under this Indenture as the Notes surrendered upon
      such transfer or exchange.

            (h) No Obligation of the Trustee.

            (i) The Trustee shall have no responsibility or obligation to any
      beneficial owner of a Global Note, a member of, or a participant in the
      Depository or other

<PAGE>

      Person with respect to the accuracy of the records of the Depository or
      its nominee or of any participant or member thereof, with respect to any
      ownership interest in the Notes or with respect to the delivery to any
      participant, member, beneficial owner or other Person (other than the
      Depository) of any notice (including any notice of redemption) or the
      payment of any amount, under or with respect to such Notes. All notices
      and communications to be given to the Holders and all payments to be made
      to Holders under the Notes shall be given or made only to or upon the
      order of the registered Holders (which shall be the Depository or its
      nominee in the case of a Global Note). The rights of beneficial owners in
      any Global Note shall be exercised only through the Depository subject to
      the applicable rules and procedures of the Depository. The Trustee may
      rely and shall be fully protected in relying upon information furnished by
      the Depository with respect to its members, participants and any
      beneficial owners.

            (ii) The Trustee shall have no obligation or duty to monitor,
      determine or inquire as to compliance with any restrictions on transfer
      imposed under this Indenture or under applicable law with respect to any
      transfer of any interest in any Note (including any transfers between or
      among Depository participants, members or beneficial owners in any Global
      Note) other than to require delivery of such certificates and other
      documentation or evidence as are expressly required by, and to do so if
      and when expressly required by, the terms of this Indenture, and to
      examine the same to determine substantial compliance as to form with the
      express requirements hereof.

      2.4 Certificated Notes.

            (a) A Global Note deposited with the Depository or with the Trustee
as Custodian for the Depository pursuant to Section 2.1 shall be transferred to
the beneficial owners thereof in the form of Definitive Notes in an aggregate
principal amount equal to the principal amount of such Global Note, in exchange
for such Global Note, only if such transfer complies with Section 2.3 hereof and
(i) the Depository notifies the Company that it is unwilling or unable to
continue as Depository for such Global Note or if at any time such Depository
ceases to be a "clearing agency" registered under the Exchange Act and, in
either case, a successor Depository is not appointed by the Company within 90
days of such notice, or (ii) an Event of Default has occurred and is continuing
or (iii) the Company, in its sole discretion, notifies the Trustee in writing
that it elects to cause the issuance of Definitive Notes under this Indenture.

            (b) Any Global Note that is transferable to the beneficial owners
thereof pursuant to this Section shall be surrendered by the Depository to the
Trustee located at its designated corporate trust agency office, initially
located in Dallas, Texas, to be so transferred, in whole or from time to time in
part, without charge, and the Trustee shall authenticate and deliver, upon such
transfer of each portion of such Global Note, an equal aggregate principal
amount of Definitive Notes of authorized denominations. Any portion of a Global
Note transferred pursuant to this Section shall be executed, authenticated and
delivered only in denominations of $1,000 principal amount and any integral
multiple thereof and registered in such names as the Depository shall direct.
Any Definitive Note delivered in exchange for an interest in the Transfer
Restricted Note shall, except as otherwise provided by Section 2.3(e) hereof,
bear the restricted notes legend and definitive note legend set forth in Exhibit
A hereto.

<PAGE>

            (c) Subject to the provisions of Section 2.4(b) hereof, the
registered Holder of a Global Note shall be entitled to grant proxies and
otherwise authorize any Person, including Agent Members and Persons that may
hold interests through Agent Members, to take any action which a Holder is
entitled to take under this Indenture or the Notes.

            (d) In the event of the occurrence of one of the events specified in
Section 2.4(a) hereof, the Company shall promptly make available to the Trustee
a reasonable supply of Definitive Notes in definitive, fully registered form
without interest coupons.

<PAGE>

                                                                       EXHIBIT A
                                                                              to
                                                 RULE 144A/REGULATION S APPENDIX

                         [FORM OF FACE OF INITIAL NOTE]
                              [Global Notes Legend]

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW
YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

            TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.

            [FOR REGULATION S GLOBAL NOTE ONLY] UNTIL 40 DAYS AFTER THE
COMMENCEMENT OF THE OFFERING, AN OFFER OR SALE OF NOTES WITHIN THE UNITED STATES
BY A DEALER (AS DEFINED IN THE U.S. SECURITIES ACT) MAY VIOLATE THE REGISTRATION
REQUIREMENTS OF THE U.S. SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE
THAN IN ACCORDANCE WITH THE RULE 144A THEREUNDER.]

                            [Restricted Notes Legend]

            THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD
OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE
SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

            THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT
(A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I)
TO THE COMPANY, (II) IN THE UNITED

<PAGE>

STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (V) TO AN
INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, (VI) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT, OR (VII) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH
(VII) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED
TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS
REFERRED TO IN (A) ABOVE.

                   [Temporary Regulation S Global Note Legend]

            EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS
TEMPORARY REGULATION S GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE
PERMANENT REGULATION S GLOBAL NOTE OR ANY OTHER NOTE REPRESENTING AN INTEREST IN
THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING
RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE "40-DAY DISTRIBUTION
COMPLIANCE PERIOD" (WITHIN THE MEANING OF RULE 903(b)(3) OF REGULATION S UNDER
THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY
SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY
NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION
THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING SUCH 40-DAY
DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY
REGULATION S GLOBAL NOTE MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED THROUGH
EUROCLEAR BANK S.A./N.A., AS OPERATOR OF THE EUROCLEAR SYSTEM OR CLEARSTREAM
BANKING, SOCIETE ANONYME AND ONLY (I) TO THE COMPANY, (II) OUTSIDE THE UNITED
STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, OR
(III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES. HOLDERS OF INTERESTS IN THIS TEMPORARY
REGULATION S GLOBAL NOTE WILL NOTIFY ANY PURCHASER OF THIS NOTE OF THE RESALE
RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE.

            AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD,
BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY BE EXCHANGED
FOR INTERESTS IN A RULE 144A

<PAGE>

GLOBAL NOTE ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF
THE NOTES IN COMPLIANCE WITH RULE 144A, AND (2) THE TRANSFEROR OF THE REGULATION
S GLOBAL NOTE FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM
ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL NOTE
BEING TRANSFERRED TO A PERSON (A) WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (B) PURCHASING FOR
ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH
ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
JURISDICTIONS.

            BENEFICIAL INTEREST IN A RULE 144A GLOBAL NOTE MAY BE TRANSFERRED TO
A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S
GLOBAL NOTE, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY DISTRIBUTION
COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO THE TRUSTEE A
WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT
THAT IF SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF
REGULATION S OR RULE 144 (IF AVAILABLE) AND THAT, IF SUCH TRANSFER OCCURS PRIOR
TO THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, THE INTEREST
TRANSFERRED WILL BE HELD IMMEDIATELY THEREAFTER THROUGH EUROCLEAR BANK S.A./N.A.
OR CLEARSTREAM BANKING SOCIETE ANONYME.

                            [Definitive Notes Legend]

            IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH
THE FOREGOING RESTRICTIONS.

<PAGE>

No.                                                                        $ ___

                            6% Senior Notes due 2011

            CITGO Petroleum Corporation, a Delaware corporation, promises to pay
to "Cede & Co.", or registered assigns, the principal sum of ______Dollars on
October 15, 2011.

            Interest Payment Dates: April 15 and October 15.

            Record Dates: April 1 and October 1.

            Additional provisions of this Note are set forth on the other side
of this Note.

Dated: October 22, 2004

                                       CITGO PETROLEUM CORPORATION,

                                       by
                                          __________________________
                                          Name:
                                          Title:

                                       by
                                          __________________________
                                          Name:
                                          Title:

TRUSTEE'S CERTIFICATE OF
     AUTHENTICATION

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
 as Trustee, certifies
     that this is one of
     the Notes referred
     to in the Indenture.

by
   _______________________________
    Authorized Signatory

<PAGE>

                     [FORM OF REVERSE SIDE OF INITIAL NOTE]

                             6% Senior Note due 2011

1. Interest

            CITGO Petroleum Corporation, a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Note at the rate per annum shown above; provided,
however, that if a Registration Default (as defined in the Registration Rights
Agreement) occurs, additional interest will accrue on this Note at a rate of
0.25% per annum for the first 90-day period immediately following the occurrence
of a Registration Default (increasing by an additional 0.25% per annum after
each subsequent 90-day period that occurs after the date on which such
Registration Default occurs up to a maximum additional interest rate of 1.00%)
from and including the date on which any such Registration Default shall occur
to but excluding the date on which all Registration Defaults have been cured.
The Company will pay interest semi-annually in arrears on April 15 and October
15 of each year, commencing on April 15, 2005. The Company will pay interest on
overdue principal at 1% per annum in excess of the above rate and will pay
interest on overdue installments of interest at this higher rate to the extent
lawful. Interest on the Notes will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
original issuance. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

2. Method of Payment

            The Company will pay interest on the Notes (except defaulted
interest) to the Persons who are registered holders of Notes at the close of
business on the April 1 or October 1 next preceding the interest payment date
even if Notes are canceled after the record date and on or before the interest
payment date. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company will pay principal and interest in money of the
United States that at the time of payment is legal tender for payment of public
and private debts. Payments in respect of the Notes represented by a Global Note
(including principal, premium, if any, and interest) will be made by wire
transfer of immediately available funds to the accounts specified by The
Depository Trust Company. The Company will make all payments in respect of a
certificated Note (including principal, premium, if any, and interest) by
mailing a check to the registered address of each Holder thereof; provided,
however, that payments on a certificated Note will be made by wire transfer to a
U.S. dollar account maintained by the payee with a bank in the United States if
such Holder elects payment by wire transfer by giving written notice to the
Trustee or the Paying Agent to such effect designating such account no later
than 30 days immediately preceding the relevant due date for payment (or such
other date as the Trustee may accept in its discretion).

3. Paying Agent and Registrar

            Initially, J. P. Morgan Trust Company, National Association, a
national banking association (the "Trustee"), will act as Paying Agent and
Registrar. The

<PAGE>

Company may appoint and change any Paying Agent, Registrar or co-registrar
without notice. The Company or any of its domestically incorporated Wholly Owned
Subsidiaries may act as Paying Agent, Registrar, co-registrar or transfer agent.

4. Indenture

            The Company issued the Notes under an Indenture dated as of October
22, 2004 ("Indenture"), between the Company and the Trustee. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Terms
defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture. The Notes are subject to all such terms, and
Noteholders are referred to the Indenture and the Act for a statement of those
terms.

            The Notes are general senior unsecured obligations of the Company.
The Company shall be entitled, subject to its compliance with Section 4.03 of
the Indenture, to issue Additional Notes pursuant to Section 2.13 of the
Indenture. The Initial Notes issued on the Issue Date, any Additional Notes and
all Exchange Notes or Private Exchange Notes issued in exchange therefor will be
treated as a single class for all purposes under the Indenture. The Indenture
contains covenants that limit the ability of the Company and its Restricted
Subsidiaries to incur additional indebtedness; pay dividends or distributions
on, or redeem or repurchase capital stock; make investments or other restricted
payments; issue or sell capital stock of Restricted Subsidiaries; engage in
transactions with affiliates; create liens on assets; transfer or sell assets;
guarantee indebtedness; pay dividends or other payments of Restricted
Subsidiaries; and consolidate, merge or transfer all or substantially all of its
assets and the assets of its Restricted Subsidiaries. These covenants are
subject to important exceptions and qualifications and cease to apply or are
modified upon and after the occurrence of an Investment Grade Rating Event.

5. Optional Redemption

            Except as set forth below, the Company shall not be entitled to
redeem the Notes at its option prior to their stated maturity of October 15,
2011.

            On and after October 15, 2008, the Company shall be entitled, at its
option, to redeem all or a portion of the Notes upon not less than 30 nor more
than 60 days' notice, at the redemption prices (expressed as percentages of
principal amount) set forth below, plus accrued and unpaid interest to the
redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date), if
redeemed during the 12-month period commencing on October 15 of the following
years:

<TABLE>
<CAPTION>
                                           Redemption
             Year                             Price
             ----                             -----
<S>                                        <C>
2008 .........................               103.000%
2009 .........................               101.500%
2010 and thereafter ..........               100.000%
</TABLE>

<PAGE>

            Prior to October 15, 2007, the Company may at its option, on one or
more occasions, redeem Notes (which includes Additional Notes, if any) in an
aggregate principal amount not to exceed 35% of the aggregate principal amount
of the Notes (which includes Additional Notes, if any) issued under the
Indenture at a redemption price (expressed as a percentage of principal amount)
of 106.000%, plus accrued and unpaid interest to the redemption date, with the
net cash proceeds from one or more Equity Offerings subsequent to the Issue
Date; provided, however, that (1) at least 65% of such aggregate principal
amount of Notes (which includes Additional Notes, if any) remains outstanding
immediately after the occurrence of each such redemption (other than Notes held,
directly or indirectly, by the Company or its Affiliates); and (2) each such
redemption occurs within 120 days after the date of the related Equity Offering.

            Notice of any redemption upon an Equity Offering may be given prior
to the completion of the related Equity Offering, and any such redemption or
notice may at the Company's discretion, be subject to one or more conditions
precedent, including, but not limited to completion of the related Equity
Offering.

            Prior to October 15, 2008 the Company may, at its option, redeem all
or a portion of the Notes at a redemption price equal to 100% of the principal
amount of the Notes plus the Applicable Premium as of, and accrued and unpaid
interest to, the redemption date (subject to the right of Holders on the
relevant record date to receive interest due on the relevant interest payment
date). Notice of such redemption must be mailed by first-class mail to each
Holder's registered address, not less than 30 nor more than 60 days prior to the
redemption date.

            "Adjusted Treasury Rate" means, with respect to any redemption date,
(i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue with respect to a Note
(if no maturity is within three months before or after October 15, 2008, yields
for the two published maturities most closely corresponding to the Comparable
Treasury Issue shall be determined and the Adjusted Treasury Rate shall be
interpolated or extrapolated from such yields on a straight line basis, rounding
to the nearest month) or (ii) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per year equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption
date, in each case calculated on the third Business Day immediately preceding
the redemption date, plus in the case of each of clause (i) and (ii) 0.50%.

            "Applicable Premium" means at any redemption date, the excess of (A)
the present value at such redemption date of (1) the redemption price of such
Note on October 15, 2008 (such redemption price being described in the second
paragraph of this paragraph 5) plus (2) all required remaining scheduled
interest payments due on such Note through October 15, 2008 (excluding accrued
and unpaid interest), computed using

<PAGE>

a discount rate equal to the Adjusted Treasury Rate, over (B) the principal
amount of such Note on such redemption date.

            "Comparable Treasury Issue" means the United States Treasury
security selected by the Quotation Agent as having a maturity comparable to the
remaining term from the redemption date to October 15, 2008, that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of a maturity most
nearly equal to October 15, 2008.

            "Comparable Treasury Price" means, with respect to any redemption
date of such Note, if clause (ii) of the Adjusted Treasury Rate is applicable,
the average of three, or such lesser number as is obtained by the Trustee,
Reference Treasury Dealer Quotations for such redemption date.

            "Quotation Agent" means the Reference Treasury Dealer selected by
the Trustee after consultation with the Company.

            "Reference Treasury Dealer" means Lehman Brothers Inc. and its
successors and assigns, and two other nationally recognized investment banking
firms selected by the Company that are primary U.S. Government securities
dealers.

            "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue,
expressed in each case as a percentage of its principal amount, quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City Time, on the third Business Day immediately preceding such redemption date.

6. Notice of Redemption

            Notice of redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each Holder of Notes to be redeemed
at his registered address. Notes in denominations larger than $1,000 principal
amount may be redeemed in part but only in whole multiples of $1,000. If any
Note is redeemed in part only, the notice of redemption that relates to that
Note will state the portion of the principal amount thereof to be redeemed. The
Company will issue a new Note in a principal amount equal to the unredeemed
portion of the original Note in the name of the Holder upon cancellation of the
original Note. If money sufficient to pay the redemption price of and accrued
interest on all Notes (or portions thereof) to be redeemed on the redemption
date is deposited with the Paying Agent on or before the redemption date and
certain other conditions are satisfied, on and after such date interest ceases
to accrue on such Notes (or such portions thereof) called for redemption.

7. Put Provisions

            Upon a Change of Control Triggering Event, any Holder of Notes will
have the right to cause the Company to repurchase such Holder's Notes at a
repurchase price equal to 101% of the principal amount of the Notes to be
repurchased plus accrued and unpaid interest to the date of repurchase (subject
to the right of holders of record on the relevant record date to receive
interest due on the relevant interest payment date) as provided in, and subject
to the terms of, the Indenture.

<PAGE>

            Under certain circumstances as set forth in the Indenture, the
Company will be required to offer to purchase Notes with the Net Available Cash
from an Asset Disposition.

8. Denominations; Transfer; Exchange

            The Notes are in registered global form without coupons in minimum
denominations of $1,000 principal amount and whole multiples of $1,000. A Holder
may transfer or exchange Notes in accordance with the Indenture. The Registrar
may require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not register the transfer of or exchange any
Notes selected for redemption (except, in the case of a Note to be redeemed in
part, the portion of the Note not to be redeemed) or any Notes for a period of
15 days before a selection of Notes to be redeemed or 15 days before an interest
payment date.

9. Persons Deemed Owners

            The registered Holder of this Note may be treated as the owner of it
for all purposes.

10. Unclaimed Money

            If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment. In the absence of such request,
the Trustee shall from time to time deliver such unclaimed funds to or as
directed by pertinent escheat authority identified by the Trustee.

11. Discharge and Defeasance

            Subject to certain conditions, the Company at any time shall be
entitled to terminate some or all of its obligations under the Notes and the
Indenture if the Company deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest on the Notes to redemption
or maturity, as the case may be.

12. Amendment, Waiver

            Subject to certain exceptions set forth in the Indenture, (i) the
Indenture and the Notes may be amended with the written consent of the Holders
of at least a majority in principal amount outstanding of the Notes and (ii) any
default or noncompliance with any provision may be waived with the written
consent of the Holders of a majority in principal amount outstanding of the
Notes. Subject to certain exceptions set forth in the Indenture, without the
consent of any Noteholder, the Company and the Trustee shall be entitled to
amend the Indenture or the Notes to cure any ambiguity, omission, defect or
inconsistency, or to comply with Article 5 of the Indenture, or to provide for
uncertificated Notes in addition to or in place of certificated Notes, or to add
guarantees with respect to the Notes or to secure the Notes, or to add
additional covenants or surrender rights and powers conferred on the Company, or
to

<PAGE>

comply with any requirement of the SEC in connection with qualifying, or
maintaining the qualification of, the Indenture under the Trust Indenture Act,
or to make any change that does not adversely affect the rights of any
Noteholder.

13. Defaults and Remedies

            Under the Indenture, Events of Default include (i) default for 30
days in payment of interest on the Notes; (ii) default in payment of principal
on the Notes at maturity, upon redemption pursuant to paragraph 5 of the Notes,
upon acceleration or otherwise, or failure by the Company to redeem or purchase
Notes when required; (iii) failure by the Company to comply with other
agreements in the Indenture or the Notes, in certain cases subject to notice and
lapse of time; (iv) certain accelerations (including failure to pay within any
grace period after final maturity) of other Indebtedness of the Company if the
amount accelerated (or so unpaid) exceeds $35,000,000; (v) certain events of
bankruptcy or insolvency with respect to the Company and the Significant
Subsidiaries; (vi) certain judgments or decrees for the payment of money in
excess of $35,000,000; and (vii) certain defaults with respect to Subsidiary
Guaranties. If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the Notes may declare all the
Notes to be due and payable immediately. Certain events of bankruptcy or
insolvency are Events of Default which will result in the Notes being due and
payable immediately upon the occurrence of such Events of Default.

            Noteholders may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Notes unless it receives indemnity or security satisfactory to it. Subject
to certain limitations, Holders of a majority in principal amount of the Notes
may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Noteholders notice of any continuing Default (except a Default in
payment of principal or interest) if it determines that withholding notice is in
the interest of the Holders.

14. Trustee Dealings with the Company

            Subject to certain limitations imposed by the Act, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to it
by the Company or its Affiliates and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee.

15. No Recourse Against Others

            A director, officer, employee or stockholder, as such, of the
Company or the Trustee shall not have any liability for any obligations of the
Company under the Notes or the Indenture or for any claim based on, in respect
of or by reason of such obligations or their creation. By accepting a Note, each
Noteholder waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Notes.

16. Authentication

<PAGE>

            This Note shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Note.

17. Abbreviations

            Customary abbreviations may be used in the name of a Noteholder or
an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

18. CUSIP Numbers

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

19. Holders' Compliance with Registration Rights Agreement

            Each Holder of a Note, by acceptance hereof, acknowledges and agrees
to the provisions of the Registration Rights Agreement, including the
obligations of the Holders with respect to a registration and the
indemnification of the Company to the extent provided therein.

20. Governing Law

            THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

<PAGE>

            The Company will furnish to any Noteholder upon written request and
without charge to the Noteholder a copy of the Indenture which has in it the
text of this Note in larger type. Requests may be made to:

           CITGO Petroleum Corporation
            1293 Eldridge Parkway
            Houston, Texas 77077
            Attention: Corporate Secretary

<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

      (Print or type assignee's name, address and zip code)

      (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint          gent to transfer this Note on the books of the
Company. The agent may substitute another to act for him.

___________________________________________________________

Date: ________________ Your Signature: ____________________

___________________________________________________________
Sign exactly as your name appears on the other side of this Note.

In connection with any transfer of any of the Notes evidenced by this
certificate occurring prior to the expiration of the period referred to in Rule
144(k) under the Securities Act after the later of the date of original issuance
of such Notes and the last date, if any, on which such Notes were owned by the
Company or any Affiliate of the Company, the undersigned confirms that such
Notes are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

      (1)   to the Company; or

      (2)   inside the United States to a "qualified institutional buyer" (as
            defined in Rule 144A under the Securities Act of 1933, as amended
            (the "Securities Act") that purchases for its own account or for the
            account of a qualified institutional buyer to whom notice is given
            that such transfer is being made in reliance on Rule 144A, in each
            case pursuant to and in compliance with Rule 144A under the
            Securities Act; or

      (3)   outside the United States in an offshore transaction within the
            meaning of Regulation S under the Securities Act in compliance with
            Rule 904 under the Securities Act; or

      (4)   pursuant to the exemption from registration provided by Rule 144
            under the Securities Act; or

      (5)   to an Institutional Accredited Investor in a transaction exempt from
            the registration requirements of the Securities Act; or

<PAGE>

      (6)   pursuant to another available exemption from registration under the
            Securities Act; or

      (7)   pursuant to an effective registration statement under the Securities
            Act;

      Unless one of the boxes is checked, the Trustee will refuse to register
      any of the Notes evidenced by this certificate in the name of any person
      other than the registered holder thereof; provided, however, that if box
      (3), (4), (5) or (6) is checked, the Trustee shall be entitled to require,
      prior to registering any such transfer of the Notes, such legal opinions,
      certifications and other information as the Company has reasonably
      requested to confirm that such transfer is being made pursuant to an
      exemption from, or in a transaction not subject to, the registration
      requirements of the Securities Act of 1933, such as the exemption provided
      by Rule 144 under such Act.

                                                  ________________________
                                                  Signature

Signature Guarantee:

____________________________  ___________________________
Signature must be guaranteed  Signature

            Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.
<PAGE>

              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

            The undersigned represents and warrants that it is purchasing this
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.

Dated: ________________             ______________________________________
                                    NOTICE: To be executed by an executive
                                             officer
<PAGE>

                        [TO BE ATTACHED TO GLOBAL NOTES]

                SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

            The following increases or decreases in this Global Note have been
made:

<TABLE>
<S>         <C>                    <C>                  <C>                   <C>
Date of     Amount of decrease     Amount of increase   Principal amount         Signature of
Exchange    in Principal amount       in Principal      [AT MATURITY] of      authorized officer
             [AT MATURITY] of          amount [AT       this Global Note        of Trustee or
             this Global Note      MATURITY] of this     following such        Notes Custodian
                                      Global Note         decrease or
                                                           increase)
</TABLE>

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

            If you want to elect to have this Note purchased by the Company
pursuant to Section 4.06 or 4.09 of the Indenture, check the box:

                                       [ ]

            If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.06 or 4.09 of the Indenture, state the amount in
principal amount: $-

Date: _______________      Your Signature:  ____________________________
                                            (Sign exactly as your name
                                             appears on the other side
                                             of this Note.)

Signature Guarantee: ______________________________________
                     (Signature must be guaranteed)

      Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.

<PAGE>

                                                                      EXHIBIT II

                          FORM OF FACE OF EXCHANGE NOTE
                            OR PRIVATE EXCHANGE NOTE

*/**/

----------

*/If the Note is to be issued in global form add the Global Notes Legend from
Exhibit A to this Appendix and the attachment from such Exhibit A captioned "TO
BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTE".]

**/If the Note is a Private Exchange Note issued in a Private Exchange to an
Initial Purchaser holding an unsold portion of its initial allotment, add the
Restricted Notes Legend from Exhibit A to this Appendix and replace the
Assignment Form included in this Exhibit II with the Assignment Form included in
such Exhibit A.

<PAGE>

No.                                                                         $___

                            6% Senior Notes due 2011

      CITGO Petroleum Corporation, a Delaware corporation, promises to pay
to _______, or registered assigns, the principal sum of _______ Dollars on
October 15, 2011.

      Interest Payment Dates: April 15 and October 15, commencing _______.

      Record Dates: April 1 and October 1.

      Additional provisions of this Note are set forth on the other side of this
Note.

Dated:

                                    CITGO PETROLEUM CORPORATION,

                                      by

                                         ____________________________________
                                         Name:
                                         Title:

                                      by

                                         ____________________________________
                                         Name:
                                         Title:

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
   as Trustee, certifies
   that this is one of
   the Notes referred
   to in the Indenture.

 by

   ______________________________________
   Authorized Signatory

<PAGE>

                     [FORM OF REVERSE SIDE OF EXCHANGE NOTE
                            OR PRIVATE EXCHANGE NOTE]

                             6% Senior Note due 2011

1. Interest

            CITGO Petroleum Corporation a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest on the
principal amount of this Note at the rate per annum shown above. The Company
will pay interest semi-annually in arrears on April 15 and October 15 of each
year, commencing on April 15, 2005. Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of original issuance. The Company will pay interest on
overdue principal at 1% per annum in excess of the above rate and will pay
interest on overdue installments of interest at this higher rate to the extent
lawful. Interest will be computed on the basis of a 360-day year of twelve
30-day months.

2. Method of Payment

            The Company will pay interest on the Notes (except defaulted
interest) to the Persons who are registered holders of Notes at the close of
business on the April 1 or October 1 next preceding the interest payment date
even if Notes are canceled after the record date and on or before the interest
payment date. Holders must surrender Notes to a Paying Agent to collect
principal payments. The Company will pay principal and interest in money of the
United States that at the time of payment is legal tender for payment of public
and private debts. Payments in respect of the Notes represented by a Global Note
(including principal, premium, if any, and interest) will be made by wire
transfer of immediately available funds to the accounts specified by The
Depository Trust Company. The Company will make all payments in respect of a
certificated Note (including principal, premium, if any, and interest) by
mailing a check to the registered address of each Holder thereof; provided,
however, that payments on a certificated Note will be made by wire transfer to a
U.S. dollar account maintained by the payee with a bank in the United States if
such Holder elects payment by wire transfer by giving written notice to the
Trustee or the Paying Agent to such effect designating such account no later
than 30 days immediately preceding the relevant due date for payment (or such
other date as the Trustee may accept in its discretion).

3. Paying Agent and Registrar

            Initially, J.P. Morgan Trust Company, National Association, a
national banking association (the "Trustee"), will act as Paying Agent and
Registrar. The Company may appoint and change any Paying Agent, Registrar or
co-registrar without notice. The Company or any of its domestically incorporated
Wholly Owned Subsidiaries may act as Paying Agent, Registrar, co-registrar or
transfer agent.

4. Indenture

<PAGE>

            The Company issued the Notes under an Indenture dated as of October
22, 2004 ("Indenture"), between the Company and the Trustee. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Terms
defined in the Indenture and not defined herein have the meanings ascribed
thereto in the Indenture. The Notes are subject to all such terms, and
Noteholders are referred to the Indenture and the Act for a statement of those
terms.

            The Notes are general senior unsecured obligations of the Company.
The Company shall be entitled, subject to its compliance with Section 4.03 of
the Indenture, to issue Additional Notes pursuant to Section 2.13 of the
Indenture. The Initial Notes issued on the Issue Date, any Additional Notes and
all Exchange Notes or Private Exchange Notes issued in exchange therefor will be
treated as a single class for all purposes under the Indenture. The Indenture
contains covenants that limit the ability of the Company and its Restricted
Subsidiaries to incur additional indebtedness; pay dividends or distributions
on, or redeem or repurchase capital stock; make investments or other restricted
payments; issue or sell capital stock of Restricted Subsidiaries; engage in
transactions with affiliates; create liens on assets; transfer or sell assets;
guarantee indebtedness; pay dividends or other payments of Restricted
Subsidiaries; and consolidate, merge or transfer all or substantially all of its
assets and the assets of its Restricted Subsidiaries. These covenants are
subject to important exceptions and qualifications and cease to apply or are
modified upon and after the occurrence of an Investment Grade Rating Event.

5.    Optional Redemption

            Except as set forth below, the Company shall not be entitled to
redeem the Notes at its option prior to their stated maturity of October 15,
2011.

            On and after October 15, 2008, the Company shall be entitled, at its
option, to redeem all or a portion of the Notes upon not less than 30 nor more
than 60 days' notice, at the redemption prices (expressed as percentages of
principal amount) set forth below, plus accrued and unpaid interest to the
redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date), if
redeemed during the 12-month period commencing on October 15 of the following
years:

<TABLE>
<CAPTION>
                                            Redemption
               Year                           Price
------------------------------------        ----------
<S>                                         <C>
2008................................         103.000%
2009................................         101.500%
2010 and thereafter.................         100.000%
</TABLE>

            Prior to October 15, 2007, the Company may, at its option, on one or
more occasions redeem Notes (which includes Additional Notes, if any) in an
aggregate principal amount not to exceed 35% of the aggregate principal amount
of the Notes (which includes Additional Notes, if any) issued under the
Indenture at a redemption price (expressed as a percentage of principal amount)
of 106.000%, plus accrued and unpaid interest to the redemption date, with the
net cash proceeds from one or more

<PAGE>

Equity Offerings subsequent to the Issue Date; provided, however, that (1) at
least 65% of such aggregate principal amount of Notes (which includes Additional
Notes, if any) remains outstanding immediately after the occurrence of each such
redemption (other than Notes held, directly or indirectly, by the Company or its
Affiliates); and (2) each such redemption occurs within 120 days after the date
of the related Equity Offering.

            Notice of any redemption upon an Equity Offering may be given prior
to the completion of the related Equity Offering, and any such redemption or
notice may at the Company's discretion, be subject to one or more conditions
precedent, including, but not limited to completion of the related Equity
Offering.

            Prior to October 15, 2008 the Company may, at its option, redeem all
or a portion of the Notes at a redemption price equal to 100% of the principal
amount of the Notes plus the Applicable Premium as of, and accrued and unpaid
interest to, the redemption date (subject to the right of Holders on the
relevant record date to receive interest due on the relevant interest payment
date). Notice of such redemption must be mailed by first-class mail to each
Holder's registered address, not less than 30 nor more than 60 days prior to the
redemption date.

            "Adjusted Treasury Rate" means, with respect to any redemption date,
(i) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication which is published
weekly by the Board of Governors of the Federal Reserve System and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue with respect to a Note
(if no maturity is within three months before or after October 15, 2008, yields
for the two published maturities most closely corresponding to the Comparable
Treasury Issue shall be determined and the Adjusted Treasury Rate shall be
interpolated or extrapolated from such yields on a straight line basis, rounding
to the nearest month) or (ii) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per year equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption
date, in each case calculated on the third Business Day immediately preceding
the redemption date, plus in the case of each of clause (i) and (ii) 0.50%.

            "Applicable Premium" means at any redemption date, the excess of (A)
the present value at such redemption date of (1) the redemption price of such
Note on October 15, 2008 (such redemption price being described in the second
paragraph of this paragraph 5) plus (2) all required remaining scheduled
interest payments due on such Note through October 15, 2008 (excluding accrued
and unpaid interest), computed using a discount rate equal to the Adjusted
Treasury Rate, over (B) the principal amount of such Note on such redemption
date.

            "Comparable Treasury Issue" means the United States Treasury
security selected by the Quotation Agent as having a maturity comparable to the
remaining term from the redemption date to October 15, 2008, that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of a maturity most
nearly equal to October 15, 2008.

<PAGE>

            "Comparable Treasury Price" means, with respect to any redemption
date of such Note, if clause (ii) of the Adjusted Treasury Rate is applicable,
the average of three, or such lesser number as is obtained by the Trustee,
Reference Treasury Dealer Quotations for such redemption date.

            "Quotation Agent" means the Reference Treasury Dealer selected by
the Trustee after consultation with the Company.

            "Reference Treasury Dealer" means Lehman Brothers Inc. and its
successors and assigns, and two other nationally recognized investment banking
firms selected by the Company that are primary U.S. Government securities
dealers.

            "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue,
expressed in each case as a percentage of its principal amount, quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City Time, on the third Business Day immediately preceding such redemption date.

6. Notice of Redemption

            Notice of redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each Holder of Notes to be redeemed
at his registered address. Notes in denominations larger than $1,000 principal
amount may be redeemed in part but only in whole multiples of $1,000. If any
Note is redeemed in part only, the notice of redemption that relates to that
Note will state the portion of the principal amount thereof to be redeemed. The
Company will issue a new Note in a principal amount equal to the unredeemed
portion of the original Note in the name of the Holder upon cancellation of the
original Note. If money sufficient to pay the redemption price of and accrued
interest on all Notes (or portions thereof) to be redeemed on the redemption
date is deposited with the Paying Agent on or before the redemption date and
certain other conditions are satisfied, on and after such date interest ceases
to accrue on such Notes (or such portions thereof) called for redemption.

7. Put Provisions

            Upon a Change of Control Triggering Event, any Holder of Notes will
have the right to cause the Company to repurchase such Holder's Notes at a
repurchase price equal to 101% of the principal amount of the Notes to be
repurchased plus accrued and unpaid interest to the date of repurchase (subject
to the right of holders of record on the relevant record date to receive
interest due on the relevant interest payment date) as provided in, and subject
to the terms of, the Indenture.

            Under certain circumstances as set forth in the Indenture, the
Company will be required to offer to purchase Notes with the Net Available Cash
from an Asset Disposition.

8. Denominations; Transfer; Exchange

            The Notes are in registered global form without coupons in minimum
denominations of $1,000 principal amount and whole multiples of $1,000. A Holder
may

<PAGE>

transfer or exchange Notes in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements or
transfer documents and to pay any taxes and fees required by law or permitted by
the Indenture. The Registrar need not register the transfer of or exchange any
Notes selected for redemption (except, in the case of a Note to be redeemed in
part, the portion of the Note not to be redeemed) or any Notes for a period of
15 days before a selection of Notes to be redeemed or 15 days before an interest
payment date.

9. Persons Deemed Owners

            The registered Holder of this Note may be treated as the owner of it
for all purposes.

10. Unclaimed Money

            If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company and not to the Trustee for payment. In the absence of such request,
the Trustee shall from time to time deliver such unclaimed funds to or as
directed by pertinent escheat authority identified by the Trustee.

11. Discharge and Defeasance

            Subject to certain conditions, the Company at any time shall be
entitled to terminate some or all of its obligations under the Notes and the
Indenture if the Company deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest on the Notes to redemption
or maturity, as the case may be.

12. Amendment, Waiver

            Subject to certain exceptions set forth in the Indenture, (i) the
Indenture and the Notes may be amended with the written consent of the Holders
of at least a majority in principal amount outstanding of the Notes and (ii) any
default or noncompliance with any provision may be waived with the written
consent of the Holders of a majority in principal amount outstanding of the
Notes. Subject to certain exceptions set forth in the Indenture, without the
consent of any Noteholder, the Company and the Trustee shall be entitled to
amend the Indenture or the Notes to cure any ambiguity, omission, defect or
inconsistency, or to comply with Article 5 of the Indenture, or to provide for
uncertificated Notes in addition to or in place of certificated Notes, or to add
guarantees with respect to the Notes or to secure the Notes, or to add
additional covenants or surrender rights and powers conferred on the Company, or
to comply with any requirement of the SEC in connection with qualifying, or
maintaining the qualification of, the Indenture under the Trust Indenture Act,
or to make any change that does not adversely affect the rights of any
Noteholder.

13. Defaults and Remedies

            Under the Indenture, Events of Default include (i) default for 30
days in payment of interest on the Notes; (ii) default in payment of principal
on the Notes at

<PAGE>

maturity, upon redemption pursuant to paragraph 5 of the Notes, upon
acceleration or otherwise, or failure by the Company to redeem or purchase Notes
when required; (iii) failure by the Company to comply with other agreements in
the Indenture or the Notes, in certain cases subject to notice and lapse of
time; (iv) certain accelerations (including failure to pay within any grace
period after final maturity) of other Indebtedness of the Company if the amount
accelerated (or so unpaid) exceeds $35,000,000; (v) certain events of bankruptcy
or insolvency with respect to the Company and the Significant Subsidiaries; (vi)
certain judgments or decrees for the payment of money in excess of $35,000,000;
and (vii) certain defaults with respect to Subsidiary Guarantees. If an Event of
Default occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the Notes may declare all the Notes to be due and payable
immediately. Certain events of bankruptcy or insolvency are Events of Default
which will result in the Notes being due and payable immediately upon the
occurrence of such Events of Default.

            Noteholders may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Notes unless it receives indemnity or security satisfactory to it. Subject
to certain limitations, Holders of a majority in principal amount of the Notes
may direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Noteholders notice of any continuing Default (except a Default in
payment of principal or interest) if it determines that withholding notice is in
the interest of the Holders.

14. Trustee Dealings with the Company

            Subject to certain limitations imposed by the Act, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to it
by the Company or its Affiliates and may otherwise deal with the Company or its
Affiliates with the same rights it would have if it were not Trustee.

15. No Recourse Against Others

            A director, officer, employee or stockholder, as such, of the
Company or the Trustee shall not have any liability for any obligations of the
Company under the Notes or the Indenture or for any claim based on, in respect
of or by reason of such obligations or their creation. By accepting a Note, each
Noteholder waives and releases all such liability. The waiver and release are
part of the consideration for the issue of the Notes.

16. Authentication

            This Note shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Note.

17. Abbreviations

            Customary abbreviations may be used in the name of a Noteholder or
an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the

<PAGE>

entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).

18. CUSIP Numbers

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

19. Governing Law

            THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

            The Company will furnish to any Noteholder upon written request and
without charge to the Noteholder a copy of the Indenture which has in it the
text of this Note in larger type. Requests may be made to:

            CITGO Petroleum Corporation
            1293 Eldridge Parkway
            Houston, Texas 77077
            Attention: Corporate Secretary

<PAGE>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

      (Print or type assignee's name, address and zip code)

      (Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint            agent to transfer this Note on the
books of the Company. The agent may substitute another to act for him.

___________________________________________________________________

Date: ________________ Your Signature: ____________________________

___________________________________________________________________
Sign exactly as your name appears on the other side of this Note.

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

            If you want to elect to have this Note purchased by the
Company pursuant to Section 4.06 or 4.09 of the Indenture, check the box:

                                       [ ]

            If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.06 or 4.09 of the Indenture, state the amount in
principal amount: $-

Date: _______________      Your Signature:  __________________________
                                            (Sign exactly as your name
                                            appears on the other side
                                            of this Note.)

Signature Guarantee: ______________________________________
                     (Signature must be guaranteed)

Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program ("STAMP") or such
other "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.