<PAGE>

                                                                    Exhibit 4.13

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




                         THE PREMCOR REFINING GROUP INC.


                                       To

                      DEUTSCHE BANK TRUST COMPANY AMERICAS

                                     Trustee

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

                                    INDENTURE

                          Dated as of February 11, 2003

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

<PAGE>


                         THE PREMCOR REFINING GROUP INC.
    Certain Sections of this Indenture relating to Sections 310 through 318,
                 inclusive, of the Trust Indenture Act of 1939:

<TABLE>
<CAPTION>
Trust Indenture                                              Indenture Section
   Act Section
<S>                                                          <C>
(S)310(a)(1)   ............................................   5.09
      (a)(2)   .................... .......................   5.09
      (a)(3)   ............................................   Not Applicable
      (a)(4)   ............................................   Not Applicable
      (b)      ............................................   5.08
                                                              5.10
(S)311(a)      ............................................   5.13
      (b)      ............................................   5.13
               ............................................   6.13
(S)312(a)      ............................................   6.01
                                                              6.02
      (b)      ............................................   6.02
      (c)      ............................................   6.02
(S)313(a)      ............................................   6.03
      (b)      ............................................   6.03
      (c)      ............................................   6.03
      (d)      ............................................   6.03
(S)314(a)      ............................................   6.04
      (a)(4)   ............................................   1.01
                                                              9.04
      (b)      ............................................   Not Applicable
      (c)(1)   ............................................   1.02
      (c)(2)   ............................................   1.02
      (c)(3)   ............................................   Not Applicable
      (d)      ............................................   Not Applicable
      (e)      ............................................   1.02
(S)315(a)      ............................................   5.01
      (b)      ............................................   5.02
      (c)      ............................................   5.01
      (d)      ............................................   5.01
      (e)      ............................................   4.14
(S)316(a)      ............................................   1.01
      (a)(1)(A)............................................   4.02
                                                              4.12
      (a)(1)(B)............................................   4.13
      (a)(2)   ............................................   Not Applicable
      (b)      ............................................   4.08
      (c)      ............................................   1.04
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                                               <C>
(S)317(a)(1)   ............................................       4.03
      (a)(2)   ............................................       4.04
      (b)      ............................................       9.03
(S)318(a)      ............................................       1.07
</TABLE>

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

<PAGE>

                                TABLE OF CONTENTS

Note:  This table of contents shall not, for any purpose, be deemed to be a part
of the Indenture.

<TABLE>
<CAPTION>
                                                                          Page
<S>                                                                       <C>
                                   ARTICLE 1.

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

Section 1.01.  Definitions .............................................     1
Section 1.02.  Compliance Certificates and Opinions ....................    25
Section 1.03.  Form of Documents Delivered to Trustee ..................    26
Section 1.04.  Acts of Holders; Record Dates ...........................    26
Section 1.05.  Notices, Etc., to Trustee and Company ...................    27
Section 1.06.  Notice to Holders; Waiver ...............................    28
Section 1.07.  Conflict with Trust Indenture Act .......................    28
Section 1.08.  Effect of Headings and Table of Contents ................    28
Section 1.09.  Successors and Assigns ..................................    28
Section 1.10.  Separability Clause .....................................    29
Section 1.11.  Benefits of Indenture ...................................    29
Section 1.12.  Governing Law ...........................................    29
Section 1.13.  Legal Holidays ..........................................    29
Section 1.14.  No Recourse Against Others ..............................    29

                                   ARTICLE 2.

                                 THE SECURITIES

Section 2.01.  Form and Dating .........................................    29
Section 2.02.  Amount Unlimited; Issuable in Series ....................    31
Section 2.03.  Execution and Authentication ............................    35
Section 2.04.  Registrar and Paying Agent ..............................    35
Section 2.05.  Paying Agent to Hold Money in Trust .....................    36
Section 2.06.  Holder Lists ............................................    36
Section 2.07.  Transfer and Exchange ...................................    36
Section 2.08.  Replacement Securities ..................................    51
Section 2.09.  Temporary Securities ....................................    52
Section 2.10.  Cancellation ............................................    52
Section 2.11.  Defaulted Interest ......................................    52
</TABLE>

                                       -i-

<PAGE>

<TABLE>
<S>                                                                                           <C>
                                            ARTICLE 3.

                                    SATISFACTION AND DISCHARGE

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

                                            ARTICLE 4.

                                            REMEDIES

Section 4.01.  Events of Default ..........................................................   54
Section 4.02.  Acceleration of Maturity; Rescission and Annulment .........................   56
Section 4.03.  Collection of Indebtedness and Suits for Enforcement by Trustee ............   57
Section 4.04.  Trustee May File Proofs of Claim ...........................................   58
Section 4.05.  Trustee May Enforce Claims Without Possession of Securities ................   59
Section 4.06.  Application of Money Collected .............................................   59
Section 4.07.  Limitation on Suits ........................................................   59
Section 4.08.  Unconditional Right of Holders to Receive Principal, Premium and Interest ..   60
Section 4.09.  Restoration of Rights and Remedies .........................................   60
Section 4.10.  Rights and Remedies Cumulative .............................................   60
Section 4.11.  Delay or Omission Not Waiver ...............................................   60
Section 4.12.  Control by Holders .........................................................   61
Section 4.13.  Waiver of Past Defaults ....................................................   61
Section 4.14.  Undertaking for Costs ......................................................   61
Section 4.15.  Waiver of Stay, Extension or Usury Laws ....................................   62

                                           ARTICLE 5.

                                          THE TRUSTEE

Section 5.01.  Certain Duties and Responsibilities ........................................   62
Section 5.02.  Notice of Defaults .........................................................   62
Section 5.03.  Certain Rights of Trustee ..................................................   63
Section 5.04.  Not Responsible for Recitals or Issuance of Securities .....................   64
Section 5.05.  May Hold Securities ........................................................   64
Section 5.06.  Money Held in Trust ........................................................   64
Section 5.07.  Compensation and Reimbursement .............................................   64
Section 5.08.  Disqualification; Conflicting Interests ....................................   65
Section 5.09.  Corporate Trustee Required; Eligibility ....................................   65
Section 5.10.  Resignation and Removal; Appointment of Successor ..........................   66
Section 5.11.  Acceptance of Appointment by Successor .....................................   67
Section 5.12.  Merger, Conversion, Consolidation or Succession to Business ................   68
Section 5.13.  Preferential Collection of Claims Against Company ..........................   68
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>                                                                                           <C>
Section 5.14.     Appointment of Authenticating Agent .....................................   68

                                             ARTICLE 6.

                         HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 6.01.     Company to Furnish Trustee Names and Addresses of Holders ...............   71
Section 6.02.     Preservation of Information; Communications to Holders ..................   71
Section 6.03.     Reports by Trustee ......................................................   71
Section 6.04.     Reports by Company ......................................................   72

                                           ARTICLE 7.

                        CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

                                          ARTICLE 8.

                                    SUPPLEMENTAL INDENTURES

Section 8.01.     Supplemental Indentures Without Consent of Holders ......................   73
Section 8.02.     Supplemental Indentures with Consent of Holders .........................   74
Section 8.03.     Execution of Supplemental Indentures ....................................   75
Section 8.04.     Effect of Supplemental Indentures .......................................   75
Section 8.05.     Conformity with Trust Indenture Act .....................................   75
Section 8.06.     Reference in Securities to Supplemental Indentures ......................   76
Section 8.07.     Notice of Supplemental Indentures .......................................   76

                                         ARTICLE 9.

                                         COVENANTS

Section 9.01.     Payment of Principal, Premium and Interest ..............................   76
Section 9.02.     Maintenance of Office or Agency .........................................   76
Section 9.03.     Money for Securities Payments to Be Held in Trust .......................   77
Section 9.04.     Statement by Officers as to Default .....................................   78
Section 9.05.     Existence ...............................................................   79
Section 9.06.     Provision of Financial Information ......................................   79
Section 9.07.     Limitation on Restricted Payments .......................................   79
Section 9.08.     Limitation on Dividend and Other Payment Restrictions Affecting
                  Restricted Subsidiaries .................................................   82
Section 9.09.     Limitation on Transactions with Shareholders and Affiliates .............   82
Section 9.10.     Limitation on Indebtedness ..............................................   83
Section 9.11.     Limitation on Issuance of Guarantees of Indebtedness ....................   84
</TABLE>

                                     -iii-

<PAGE>

<TABLE>
<S>                                                                                        <C>
Section 9.12.     Limitation on Liens ................................................     84
Section 9.13.     Limitation on Certain Asset Dispositions ...........................     84
Section 9.14.     Restrictions on Secured Indebtedness ...............................     86
Section 9.15.     Restrictions on Sales and Leasebacks ...............................     86
Section 9.16.     Waiver of Certain Covenants ........................................     87
Section 9.17.     Effect of Investment Grade Rating ..................................     87

                                           ARTICLE 10.

                                     REDEMPTION OF SECURITIES

Section 10.01.    Applicability of Article ...........................................     88
Section 10.02.    Election to Redeem; Notice to Trustee ..............................     88
Section 10.03.    Selection by Trustee of Securities to Be Redeemed ..................     88
Section 10.04.    Notice of Redemption ...............................................     89
Section 10.05.    Deposit of Redemption Price ........................................     90
Section 10.06.    Securities Payable on Redemption Date ..............................     90
Section 10.07.    Securities Redeemed in Part ........................................     90
Section 10.08.    Offer to Purchase ..................................................     90

                                           ARTICLE 11.

                                         SINKING FUNDS

Section 11.01.    Applicability of Article ...........................................      92
Section 11.02.    Satisfaction of Sinking Fund Payments with Securities ..............      92
Section 11.03.    Redemption of Securities for Sinking Fund ..........................      92

                                           ARTICLE 12.

                               CHANGE OF CONTROL TRIGGERING EVENT

Section 12.01.    Change of Control Triggering Event .................................      93

                                          ARTICLE 13.

                              DEFEASANCE AND COVENANT DEFEASANCE

Section 13.01.    Company's Option to Effect Defeasance or Covenant Defeasance .......      93
Section 13.02.    Defeasance and Discharge ...........................................      93
Section 13.03.    Covenant Defeasance ................................................      94
Section 13.04.    Conditions to Defeasance or Covenant Defeasance ....................      94
Section 13.05.    Deposited Money and U.S. Government Obligations to be Held in
                  Trust; Other Miscellaneous Provisions ..............................      96
Section 13.06.    Reinstatement ......................................................      97
</TABLE>

                                      -iv-

<PAGE>

                                    EXHIBITS

Exhibit A      Form of Security

Exhibit B      Certificate of Transfer

Exhibit C      Certificate of Exchange

Exhibit D      Certificate of Acquiring Institutional Accredited Investor

                                      -v-

<PAGE>

                  INDENTURE, dated as of February 11, 2003 between The Premcor
Refining Group Inc., a corporation duly organized and existing under the laws of
the State of Delaware (the "Company"), having its principal executive office at
1700 E. Putnam Avenue, Suite 500, Old Greenwich, CT 06870, and Deutsche Bank
Trust Company Americas, a New York banking corporation, as Trustee (the
"Trustee").

                                    RECITALS

                  The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (the "Securities"), to be
issued in one or more series as in this Indenture provided.

                  All things necessary to make this Indenture a valid agreement
of the Company, in accordance with its terms, have been done.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE 1.

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

Section 1.01.     Definitions

                  For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

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

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

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

<PAGE>

                  (4) the words "herein," "hereof" and "hereunder" and other
words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.

                  "8 3/8% Notes" means the 8 3/8% Senior Notes due 2007 of the
Company.

                  "8 5/8% Notes" means the 8 5/8% Senior Notes due 2008 of the
Company.

                  "8 7/8% Senior Subordinated Notes" means the 8 7/8% Senior
Subordinated Notes due 2007 of the Company.

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

                  "Acquired Debt" means, with respect to any specified Person,
(i) Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, including,
without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person.

                  "Act", when used with respect to any Holder, has the meaning
specified in Section 1.04.

                  "Additional Securities" has the meaning specified in Section
2.02.

                  "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 specified 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.

                  "Amended and Restated Term Loan Agreement" means the amended
and restated term loan agreement, dated as of August 10, 1998, among the
Company, certain lenders, Goldman Sachs Credit Partners L.P., as agent, as
amended from time to time.

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

                  "Asset Disposition" by any Person means any transfer,
conveyance, sale, lease or other disposition by such Person or any of its
Restricted Subsidiaries (including a consolidation

                                      -2-

<PAGE>

or merger or other sale of any such Restricted Subsidiaries with, into or to
another Person in a transaction in which such Restricted Subsidiary ceases to be
a Restricted Subsidiary, but excluding a disposition by a Restricted Subsidiary
of such Person to such Person or a Restricted Subsidiary of such Person or by
such Person to a Restricted Subsidiary of such Person) of (i) shares of Capital
Stock (other than directors' qualifying shares) or other ownership interests of
a Restricted Subsidiary of such Person, (ii) substantially all of the assets of
such Person or any of its Restricted Subsidiaries representing a division or
line of business or (iii) other assets or rights of such Person or any of its
Restricted Subsidiaries outside of the ordinary course of business, which in the
case of either clause (i), (ii) or (iii), whether in a single transaction or a
series of related transactions, result in Net Available Proceeds in excess of
$10 million; provided that (x) any transfer, conveyance, sale, lease or other
disposition of assets securing the Credit Agreement in connection with the
enforcement of the security interests therein and (y) any sale of crude oil,
vacuum tower bottoms, refined products or other inventory shall not be deemed an
Asset Disposition hereunder.

                  "Asset Disposition Trigger Date" has the meaning as specified
in Section 9.13.

                  "Attributable Indebtedness" means the total net amount of rent
required to be paid during the remaining primary term of any particular lease
under which any Person is at the time liable, discounted at the rate per annum
equal to the weighted average interest rate borne by the Securities.

                  "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 5.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.

                  "Authentication Order" has the meaning specified in Section
2.03.

                  "Blackstone" means Blackstone Capital Partners III Merchant
Banking Fund L.P. and its affiliates.

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

                  "Borrowing Base" means, as of any date, an amount equal to the
sum of (i) 95% of the accounts receivable owned by the Company and its
Restricted Subsidiaries (excluding any accounts receivable from Restricted
Subsidiaries and any accounts receivable that are more than 90 days past due) as
of such date, plus (ii) 90% of the market value of inventory owned by the
Company and its Restricted Subsidiaries as of such date, plus (iii) 100% of the
cash and Cash Equivalents owned by the Company and its Restricted Subsidiaries
as of such date that are, as of such date, held in one or more accounts under
the direct control of the agent bank or lenders under the Credit Agreement and
that are as of such date pledged to secure borrowings and other extensions of
credit under the Credit Agreement.

                                      -3-

<PAGE>

                  "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in the Borough of
Manhattan, City of New York, are authorized or obligated by law, regulation or
executive order to close.

                  "Capital Lease" means, at the time any determination thereof
is to be made, any lease of property, real or personal or mixed, in respect of
which the present value of the minimum rental commitment would be capitalized on
a balance sheet of the lessee in accordance with GAAP.

                  "Capitalized Lease Obligation" of any Person means any lease
of any property (whether real, personal or mixed) by such Person as lessee
which, in conformity with GAAP, is required to be accounted for as a Capital
Lease on the balance sheet of that Person.

                  "Capital Stock" means (i) in the case of a corporation,
corporate stock, (ii) in the case of any association or business entity, any and
all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock and (iii) in the case of a partnership,
partnership interests (whether general or limited).

                  "Cash Equivalents" means (i) United States dollars, (ii)
securities issued or directly and fully guaranteed or insured by the United
States government or any agency or instrumentality thereof, (iii) certificates
of deposit and eurodollar time deposits with maturities of six months or less
from the date of acquisition, bankers' acceptances with maturities not exceeding
six months and overnight bank deposits, in each case with any domestic
commercial bank having capital and surplus in excess of $500 million and a Keefe
Bank Watch Rating of "B" or better, (iv) repurchase obligations with a term of
not more than seven days for underlying securities of the types described in
clauses (ii) and (iii) entered into with any financial institution meeting the
qualifications specified in clause (iii) above and (v) commercial paper having
the highest rating obtainable from Moody's or S&P and, in each case, maturing
within six months after the date of acquisition.

                  "Change of Control" means any transaction the result of which
is that any Person (an "Acquiring Person") other than Blackstone, or a Person, a
majority of whose voting equity is owned by Blackstone, becomes the Beneficial
Owner, directly or indirectly, of shares of stock of the Company, Premcor USA or
Premcor Inc. entitling such Acquiring Person to exercise 50% or more of the
total voting power of all classes of stock of the Company, Premcor USA or
Premcor Inc., as the case may be, entitled to vote in elections of directors.
The term "Beneficial Owner" shall be determined in accordance with Rule 13d-3
under the Exchange Act.

                  "Change of Control Triggering Event" means the occurrence of a
Change of Control resulting in a Rating Decline.

                  "Clearstream" means Clearstream Banking SA, Luxembourg, or any
successor securities clearing agency.

                  "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this

                                      -4-

<PAGE>

instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.

                  "Common Security Agreement" means that certain Amended and
Restated Common Security Agreement, dated as of June 6, 2002, among PAFC, PACC,
Neches River, Sabine River LLC, Sabine River, the Company, Deutsche Bank Trust
Company Americas (formerly known as "Bankers Trust Company"), as collateral
trustee for the secured parties, HSBC Bank USA, as capital markets trustee for
the capital markets senior lenders, and Deutsche Bank Trust Company Americas, as
depositary bank, as the same may be amended or supplemented in accordance with
its terms and in effect from time to time.

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

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

                  "Consolidated Adjusted Net Worth" of any Person means the
total amount of consolidated stockholder's equity (par value plus additional
paid-in capital (including all Capital Stock except as excluded below) plus
retained earnings or minus accumulated deficit) of such Person as reflected on
the consolidated balance sheet of such Person and its Restricted Subsidiaries
for the most recent Quarter prior to the event requiring such determination to
be made, after excluding (to the extent otherwise included therein and without
duplication) the following (the amount of such stockholder's equity and
deductions therefrom to be computed, except as noted below, in accordance with
GAAP consistently applied): (i) any amount receivable but not paid from sales of
Capital Stock of such Person or its Restricted Subsidiaries determined on a
consolidated basis; (ii) any revaluation or other write-up in book value of
assets subsequent to the date hereof (other than write-ups of oil inventory
previously written down and other than revaluations or write-ups upon the
acquisition of assets acquired in a transaction to be accounted for by purchase
accounting under GAAP); (iii) treasury stock; (iv) an amount equal to the
excess, if any, of the amount reflected on the books and records of such Person
or its Restricted Subsidiaries for the securities of any Person which is not a
Restricted Subsidiary of such Person over the lesser of cost or market value (as
determined in good faith by the board of directors of such Person or such
Restricted Subsidiary); (v) Disqualified Capital Stock; (vi) equity securities
of such Person or its Restricted Subsidiaries which are not Disqualified Capital
Stock but which are exchangeable for or convertible into debt securities of such
Person or such Restricted Subsidiary, as the case may be, other than at the
option of such Person or such Restricted Subsidiary except to the extent that
the exchange or conversion rights in such other equity securities cannot, under
any circumstances, be exercised prior to Maturity; (vii) the cumulative foreign
currency translation adjustment, if any; and (viii) write-offs of non-cash items
in an amount not to exceed $80 million.

                                      -5-

<PAGE>

                  "Consolidated Net Operating Income" means, when used with
reference to any Person, for any period, the aggregate of the Net Income of such
Person and its Restricted Subsidiaries for such period, on a consolidated basis,
determined in accordance with GAAP, provided that (i) the Net Income of any
Person which is not a Subsidiary of such Person or is accounted for by the
equity method of accounting shall be included only to the extent of the amount
of dividends or distributions paid to such Person or its Restricted
Subsidiaries, (ii) the Net Income of any Unrestricted Subsidiary shall be
excluded (except to the extent distributed to the Company or one of its
Subsidiaries), (iii) the Net Income of any Person acquired in a pooling of
interests transaction for any period prior to the date of such acquisition shall
be excluded, (iv) extraordinary gains and losses and gains and losses from the
sale of assets outside the ordinary course of such Person's business shall be
excluded, (v) the cumulative effect of changes in accounting principles in the
year of adoption of such changes shall be excluded and (vi) the tax effect of
any of the items described in clauses (i) through (v) above shall be excluded.

                  "Consolidated Net Tangible Assets" of a Person means the
consolidated total assets of such Person and its Restricted Subsidiaries
determined in accordance with GAAP, less the sum of (i) all current liabilities
and current liability items, and (ii) 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 Operating Cash Flow" means with respect to any
Person, Consolidated Net Operating Income of such Person and its Restricted
Subsidiaries without giving effect to gains and losses on securities
transactions (net of related taxes) for the period described below, increased by
the sum of (i) consolidated Fixed Charges of such Person and its Restricted
Subsidiaries which reduced Consolidated Net Operating Income for such period,
(ii) consolidated income tax expense (net of taxes relating to gains and losses
on securities transactions) of such Person and its Restricted Subsidiaries which
reduced Consolidated Net Operating Income for such period, (iii) consolidated
depreciation and amortization expense (including amortization of purchase
accounting adjustments) of such Person and its Restricted Subsidiaries and other
noncash items to the extent any of which reduced Consolidated Net Operating
Income for such period, and (iv) any annual management monitoring, consulting
and advisory fees and related expenses paid to Blackstone and its affiliates in
an amount not to exceed $2 million, less noncash items which increased
Consolidated Net Operating Income for such period, all as determined for such
Person and its consolidated Restricted Subsidiaries in accordance with GAAP for
the four full Quarters for which financial information in respect thereof is
available immediately prior to the Transaction Date.

                  "Consolidated Operating Cash Flow Ratio" means, with respect
to any Person, the ratio of (i) Consolidated Operating Cash Flow of such Person
and its Restricted Subsidiaries for the four Quarters for which financial
information in respect thereof is available immediately prior to the Transaction
Date to (ii) the aggregate Fixed Charges of such Person and its Restricted
Subsidiaries for such four Quarters, such Fixed Charges to be calculated on the
basis of the amount of the Indebtedness, Capitalized Lease Obligations and
Preferred Stock of such Person and its Restricted Subsidiaries outstanding on
the Transaction Date and assuming the continuation of market interest rate
levels prevailing on the Transaction Date in any calculation

                                      -6-

<PAGE>

of interest rates in respect of floating interest rate obligations; provided,
however, that if such Person or any Restricted Subsidiary of such Person shall
have acquired, sold or otherwise disposed of any Material Asset or engaged in an
Equity Offering during the four full Quarters for which financial information in
respect thereof is available immediately prior to the Transaction Date or during
the period from the end of such fourth full Quarter to and including the
Transaction Date, the calculation required in clause (i) above will be made
giving effect to such acquisition, sale or disposition or the other investment
of the Net Available Proceeds of such Equity Offering on a pro forma basis as if
such acquisition, sale, disposition or investment had occurred at the beginning
of such four full Quarter period without giving effect to clause (iii) of the
definition of "Consolidated Net Operating Income" (that is, including in such
calculation the Net Income for the relevant prior period of any Person acquired
in a pooling of interests transaction, notwithstanding the provisions of said
clause (iii)); provided, further, that Fixed Charges of such Person during the
applicable period shall not include the amount of consolidated interest expense
which is directly attributable to Indebtedness to the extent such Indebtedness
is reduced by the proceeds of the incurrence of such Indebtedness which gave
rise to the need to calculate the Consolidated Operating Cash Flow Ratio. Any
such pro forma calculation may include adjustments appropriate, in the
reasonable determination of the Company as set forth in an Officers'
Certificate, to (i) reflect operating expense reductions reasonably expected to
result from the acquisition by the Company of such Material Asset or (ii)
eliminate the effect of any extraordinary accounting event with respect to any
acquired Person on Consolidated Net Operating Income.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of the execution of this Indenture is
located at 60 Wall Street, New York, New York 10005 or at any other time at such
other address as the Trustee may designate from time to time by notice to the
Holders of Securities.

                  "Credit Agreement" means that certain Amended and Restated
Credit Agreement, dated as of February 11, 2003, by and among the Company and
the financial institutions party thereto, and each other credit agreement or
reimbursement agreement to which the Company is a party from time to time,
including any related notes, guarantees, collateral documents, instruments and
agreements executed in connection therewith, and in each case as amended,
restated, modified, extended, renewed, refunded, replaced, increased or
refinanced from time to time.

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

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

                  "Definitive Securities" means certificated Securities that are
in the form of the Securities set forth in Article Two hereof, that do not
include the information called for by Section 2.07(g)(ii).

                                      -7-

<PAGE>

                  "Depository" means, with respect to Securities of any series
issuable or issued in whole or in part in global form, the Person specified in
Section 2.04 hereof as the Depository with respect to the Securities of such
series, until a successor shall have been appointed and become such Depository
pursuant to the applicable provisions of this Indenture, and, thereafter,
"Depository" shall mean or include such successor.

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

                  "Disqualified Capital Stock", with respect to the Securities
of any series, means any Capital Stock of the Company that, either by its terms
or by the terms of any security into which it is convertible or exchangeable,
is, or upon the happening of any event or passage of time would be, required to
be redeemed or purchased (other than pursuant to an offer to repurchase such
Capital Stock following a change of control, which offer may not be completed
until 45 days after completion of the Offer described in Section 12.01),
including at the option of the holder, in whole or in part, or has, or upon the
happening of an event or passage of time would have, a redemption, sinking fund
or similar payment due, on or prior to the Stated Maturity of the Securities of
such series.

                  "Equity Offering" means any public or private sale of Capital
Stock (including options, warrants or rights with respect thereto) of the
Company, Premcor USA or Premcor Inc.

                  "Euroclear" means the Euroclear Bank S.A./N.V., as operator of
 the Euroclear system or any successor thereto.

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

                  "Excess Proceeds" has the meaning as specified in Section
9.13.

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

                  "Exchange Offer" means the offer that may be made by the
Company pursuant to a Registration Rights Agreement to exchange Securities not
registered pursuant to the Securities Act for Exchange Securities.

                  "Exchange Security" means any Security issued in exchange for
another Security pursuant to an Exchange Offer, and registered under the
Securities Act, and any Security with respect to which the next preceding
Predecessor Security of such Security was an Exchange Security.

                  "Excluded Contribution" means the net cash proceeds received
by the Company after the Issue Date from (a) contributions to its common equity
capital and (b) the sale (other than to a Subsidiary or to any Company or
Subsidiary management equity plan or stock option

                                      -8-

<PAGE>

plan or any other management or employee benefit plan or agreement) of Capital
Stock of the Company (other than Disqualified Capital Stock), in each case,
designated as Excluded Contributions pursuant to an Officers' Certificate.

                  "Existing Indebtedness" means any Indebtedness of the Company
and its Subsidiaries incurred on or outstanding as of the Issue Date and in any
event Indebtedness evidenced by the Credit Agreement, the 8 3/8% Notes, the
8 7/8% Senior Subordinated Notes, the Amended and Restated Term Loan Agreement,
the 8 5/8% Notes, the Port Arthur Notes, the Guaranty by PACC, Sabine River,
Neches River and the Company of the Port Arthur Notes and of PAFC's obligations
under the Common Security Agreement and any Financing Documents (as defined in
the Common Security Agreement) and the Ohio Water Bonds, whether or not
outstanding on the Issue Date.

                  "Fixed Charges" of any Person means, for any period, the sum
of (i) consolidated Interest Expense of such Person and its Restricted
Subsidiaries, plus (ii) all but the principal component of rentals in respect of
consolidated Capitalized Lease Obligations of such Person and its Restricted
Subsidiaries paid, accrued or scheduled to be paid or accrued by such Person and
its Restricted Subsidiaries during such period, and determined in accordance
with GAAP plus (iii) all cash dividend payments (excluding items eliminated in
consolidation) on any series of preferred stock of such Person. For purposes of
this definition, (a) interest on Indebtedness which accrues on a fluctuating
basis for periods succeeding the date of determination shall be deemed to accrue
at a rate equal to the average daily rate of interest in effect during such
immediately preceding Quarter, and (b) interest on a Capitalized Lease
Obligation shall be deemed to accrue at an interest rate reasonably determined
in good faith by the chief financial officer, treasurer or controller of such
Person to be the rate of interest implicit in such Capitalized Lease Obligation
in accordance with GAAP (including Statement of Financial Accounting Standards
No. 13 of the Financial Accounting Standards Board).

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entities as have been approved by a significant segment
of the accounting profession, as in effect on the Issue Date.

                  "Global Security" means, individually and collectively, each
of the Restricted Global Securities and the Unrestricted Global Securities, in
the form of Exhibit A hereto issued in accordance with Article 2 hereof.

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

                  "Guaranty" means a guaranty (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including, without limitation, letters of
credit and reimbursement agreements in respect thereof), of all or any part of
any Indebtedness.

                                      -9-

<PAGE>

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

                  "IAI Global Security" means the Global Security in the form of
Exhibit A hereto bearing the Global Security Legend and the Private Placement
Legend and deposited with or on behalf of and registered in the name of the
Depository or its nominee and that will be issued in a denomination equal to the
outstanding principal amount of the Securities sold to Institutional Accredited
Investors that are not also QIBs.

                  "Indebtedness" with respect to any Person, means any
indebtedness, including, in the case of the Company, the indebtedness evidenced
by the Securities, whether or not contingent, in respect of borrowed money or
evidenced by bonds, notes, debentures or similar instruments or letters of
credit (or reimbursement agreements in respect thereof) or representing the
balance deferred and unpaid of the purchase price of any property (including
pursuant to Capital Leases) (except any such balance that constitutes a trade
payable in the ordinary course of business that is not overdue by more than 90
days from the invoice date or is being contested in good faith), if and to the
extent any of the foregoing indebtedness would appear as a liability upon a
balance sheet of such Person prepared on a consolidated basis in accordance with
GAAP, and shall also include, to the extent not otherwise included, the Guaranty
of Indebtedness of other Persons not included in the financial statements of the
Company, the maximum fixed redemption or repurchase price of Disqualified
Capital Stock (or if not redeemable or subject to repurchase, the issue price)
and the maximum fixed redemption or repurchase price (or if not redeemable or
subject to repurchase, the issue price) of Preferred Stock issued by any
Restricted Subsidiary of the Company to any Person other than to the Company or
a Restricted Subsidiary.

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

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

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

                  "Institutional Accredited Investor" means an institution that
is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act.

                  "Interest Expense" of any Person means, for any period, the
aggregate amount of interest expense in respect of Indebtedness (excluding the
amortization of debt issuance expense relating to the Securities, the 8 3/8%
Notes, the 8 7/8% Senior Subordinated Notes, the 8 5/8% Notes, the Port Arthur
Notes and the Indebtedness under the Amended and Restated Term Loan Agreement,
but including without limitation or duplication (i) amortization of debt
issuance expense with respect to other Indebtedness, (ii) amortization of
original issue discount on any

                                      -10-

<PAGE>

Indebtedness and (iii) the interest portion of any deferred payment obligation,
all commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers' acceptance financings and the net cost associated
with Interest Swap Obligations) paid, accrued or scheduled to be paid or accrued
by such Person during such period, determined in accordance with GAAP.

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

                  "Interest Swap Obligations" means, when used with reference to
any Person, the obligations of such person under (i) interest rate swap
agreements, interest rate exchange agreements, interest rate cap agreements, and
interest rate collar agreements, (ii) commodity swap agreements and commodity
exchange agreements, (iii) currency swap agreements and currency exchange
agreements and (iv) other similar agreements or arrangements, which are, in each
such case, designed solely to protect such Person against fluctuations in
interest rates, currency or commodity exchange rates.

                  "Investment" means, when used with reference to any Person,
any direct or indirect advances, loans or other extensions of credit or capital
contributions by such Person to (by means of transfers of property to others or
payments for property or services for the account or use of others, or
otherwise), or purchases or acquisitions by such Person of Capital Stock, bonds,
notes, debentures or other securities issued by, any other Person or any
Guaranty or assumption of any liability (contingent or otherwise) by such Person
of any Indebtedness or Obligations of any other Person and all other items that
are or would be classified as investments on a balance sheet prepared in
accordance with GAAP.

                  "Investment Grade" means (i) a Moody's rating of Baa3 or
higher and an S&P rating of at least BB+ or (ii) a Moody's Rating of Ba1 or
higher and an S&P Rating of at least BBB- or, in each case, if either Moody's or
S&P shall change its rating system, equivalent ratings.

                  "Investment Grade Rating Event" means the first day on which
the Securities have been assigned an Investment Grade rating by Moody's or S&P.

                  "Issue Date" means, with respect to any series, the first date
on which Securities of such series are initially issued.

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

                  "Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind (except for taxes
not yet owing) in respect of such asset, whether or not filed, retention
agreement, any lease in the nature thereof, any option or other agreement to
sell and, with respect to which, any filing of or agreement to give any

                                      -11-

<PAGE>

financing statement under the Uniform Commercial Code (or equivalent statutes)
of any jurisdiction.

                  "Material Asset" means, with respect to the Company or any
Restricted Subsidiary of the Company, any asset, related group of assets,
business or division of the Company or any Restricted Subsidiary (including any
Capital Stock of any Restricted Subsidiary) which (i) for the most recent fiscal
year of the Company, accounted or would have accounted for more than 3% of the
consolidated revenues of the Company or (ii) as at the end of such fiscal year,
represented or would have represented more than 3% of the consolidated assets of
the Company or had a fair market value in excess of $10 million, all as shown
(x) with respect to any sale or disposition, on the consolidated financial
statements of the Company for such fiscal year or such shorter period as such
assets, business or divisions were owned by the Company or any Restricted
Subsidiary and (y) with respect to any acquisition, on consolidated pro forma
financial statements of the Company for the four full Quarters for which
financial information in respect thereof is available immediately prior to such
acquisition, giving effect thereto on a pro forma basis as if such acquisition
had occurred at the beginning of such four full Quarters.

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

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

                  "MSCG Arrangements" means the crude oil supply arrangements
that may be entered into by Morgan Stanley Capital Group Inc. and Premcor Inc.
or one of Premcor Inc.'s Affiliates, in connection with the Company's
acquisition of the Memphis refinery and the related supply and distribution
assets from The Williams Companies, Inc. and certain of its Subsidiaries.

                  "Net Available Proceeds" means cash or readily marketable cash
equivalents received by any Person (including by way of sale or discounting of a
note, installment receivable or other receivable, but excluding any other
consideration received in the form of assumption by the acquiree of Indebtedness
or other obligations relating to such properties or assets or received in any
other non-cash form) net of (i) all legal and accounting expenses, commissions
and other fees and expenses incurred and all federal, state, provincial, foreign
and local taxes required to be accrued as a liability as a consequence of such
issuance, and (ii) all payments made by such Person or its Subsidiaries on any
Indebtedness which must, in order to obtain a necessary consent to such issuance
or by applicable law, be repaid out of the proceeds from such issuance.

                  "Neches River" means Neches River Holding Corp., a Delaware
corporation and an indirect Subsidiary of the Company.

                  "Net Income" of any Person for any period means the net income
(loss) from continuing operations of such Person for such period, determined in
accordance with GAAP.

                                      -12-

<PAGE>

                  "Non-Recourse Debt" means Indebtedness as to which neither the
Company nor any of its Restricted Subsidiaries (a) provides credit support of
any kind (including any undertaking, agreement or instrument that would
constitute Indebtedness), (b) is directly or indirectly liable (as a guarantor
or otherwise), or (c) constitutes the lender.

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

                  "Obligations" means any principal (and premium, if any),
interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Indebtedness.

                  "Offer to Purchase" has the meaning as specified in Section
10.08.

                  "Officers' Certificate" means a certificate signed by at least
two officers of the Company, one signature being that of the Chairman of the
board, a Vice Chairman of the board, the Chief Executive Officer, the President
or a Vice President, and the other signature being that of the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company,
and delivered to the Trustee. One of the officers signing an Officers'
Certificate given pursuant to Section 9.04 shall be the principal executive,
financial or accounting officer of the Company.

                  "Ohio Water Bonds" means the Company's Ohio Water Development
Authority Environmental Facilities Revenue Bonds due 2031.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company, and whose opinion is reasonably acceptable to
the Trustee.

                  "Original Issue Discount Security" means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 4.02.

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

                  (i)    Securities theretofore cancelled by the Trustee or
         delivered to the Trustee for cancellation;

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

                  (iii)  Securities as to which defeasance has been effected
         pursuant to Section 13.02; and

                                      -13-

<PAGE>

                  (iv) Securities which have been paid pursuant to Section 2.08
         or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands such Securities are valid
         obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount of
the principal thereof which would be due and payable as of such date upon
acceleration of the Maturity thereof to such date pursuant to Section 4.02, (B)
if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall
be deemed to be Outstanding shall be the amount as specified or determined as
contemplated by Section 2.02, (C) the principal amount of a Security denominated
in one or more foreign currencies or currency units which shall be deemed to be
Outstanding shall be the U.S. dollar equivalent, determined as of such date in
the manner provided as contemplated by Section 2.02, of the principal amount of
such Security (or, in the case of a Security described in Clause (A) or (B)
above, of the amount determined as provided in such Clause), and (D) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent, waiver, or other action hereunder, only Securities which a
Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

                  "PACC" means Port Arthur Coker Company L.P., a Delaware
limited partnership and an indirect Subsidiary of the Company.

                  "PAFC" means Port Arthur Finance Corp., a Delaware corporation
and an indirect Subsidiary of the Company.

                  "Participant" means, with respect to the Depository, Euroclear
or Clearstream, a Person who has an account with the Depository, Euroclear or
Clearstream, respectively (and, with respect to The Depository Trust Company,
shall include Euroclear and Clearstream).

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

                  "Permitted Indebtedness" means Indebtedness incurred by the
Company or its Restricted Subsidiaries:

                                      -14-

<PAGE>

                  (i)   to renew, extend, refinance or refund Indebtedness that
is permitted to be incurred pursuant to the Consolidated Operating Cash Flow
Ratio test set forth in Section 9.10 or clauses (ii) through (iv) and (x) below;
provided, however, that such Indebtedness does not exceed the principal amount
of the Indebtedness so renewed, extended, refinanced or refunded plus the amount
of any premium required to be paid in connection with such refinancing pursuant
to the terms of the Indebtedness refinanced or the amount of any premium
reasonably determined by the Company or such Restricted Subsidiary as necessary
to accomplish such refinancing by means of a tender offer or privately
negotiated repurchase, plus the expenses of the Company or such Restricted
Subsidiary incurred in connection with such refinancing; and provided, however,
that Indebtedness the proceeds of which are used to refinance or refund such
Indebtedness shall only be permitted if (A) in the case of any refinancing or
refunding of Indebtedness that is pari passu with the Securities of any series
the refinancing or refunding Indebtedness is made pari passu with the Securities
of such series or subordinated to the Securities of such series, (B) in the case
of any refinancing or refunding of Indebtedness that is subordinated to the
Securities of any series the refinancing or refunding Indebtedness is made
subordinated to the Securities of such series at least to the same extent as
such Indebtedness being refinanced or refunded was subordinated to the
Securities of such series and (C) in the case of the refinancing or refunding of
Indebtedness that is subordinated to the Securities of any series, the
refinancing or refunding Indebtedness by its terms, or by the terms of any
agreement or instrument pursuant to which such Indebtedness is issued, (x) does
not provide for payments of principal of such Indebtedness at the stated
maturity thereof or by way of a sinking fund applicable thereto or by way of any
mandatory redemption, defeasance, retirement or repurchase thereof by the
Company or such Restricted Subsidiary (including any redemption, retirement or
repurchase which is contingent upon events or circumstances, but excluding any
retirement required by virtue of acceleration of such Indebtedness upon an event
of default thereunder), in each case prior to the final stated maturity of the
Indebtedness being refinanced or refunded and (y) does not permit redemption or
other retirement (including pursuant to an Offer to Purchase made by the Company
or such Restricted Subsidiary) of such Indebtedness at the option of the holder
thereof prior to the final stated maturity of the Indebtedness being refinanced
or refunded (other than a redemption or other retirement at the option of the
holder of such Indebtedness (including pursuant to an Offer to Purchase made by
the Company or such Restricted Subsidiary), which is conditioned upon the change
of control of the Company or such Restricted Subsidiary);

                  (ii)  arising from time to time under the Credit Agreement in
an aggregate principal amount which, together with the principal component of
any obligations under clause (x) below, do not exceed the greater of (a) $850
million at any one time outstanding less the aggregate amount of all proceeds of
all Asset Dispositions that have been applied since the Issue Date to
permanently reduce the outstanding amount of such Indebtedness and (b) the
amount of the Borrowing Base as of such date (calculated on a pro forma basis
after giving effect to such borrowing and the application of the proceeds
therefrom);

                  (iii) outstanding or incurred on the Issue Date;

                                      -15-

<PAGE>

                  (iv)     evidenced by trade letters of credit incurred in the
ordinary course of business not to exceed $20 million in the aggregate at any
time;

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

                  (vi)     which is Subordinated Indebtedness in an amount not
to exceed $200 million;

                  (vii)    arising out of Sale and Leaseback Transactions or
Capitalized Lease Obligations relating to computers and other office equipment
and elements, catalysts or other chemicals used in connection with the refining
of petroleum or petroleum by-products;

                  (viii)   arising out of Interest Swap Obligations;

                  (ix)     in connection with capital projects qualifying under
Section 142(a) (or any successor provision) of the Internal Revenue Code of
1986, as amended, in an amount not to exceed $75 million in the aggregate at any
time;

                  (x)      obligations of the Company or any Restricted
Subsidiary in connection with any Qualified Securitization Transaction in a
principal amount which, together with any principal amount under clause (ii)
above, does not exceed the greater of (a) $700 million at any one time
outstanding less the aggregate amount of all proceeds of all Asset Dispositions
that have been applied since the Issue Date to permanently reduce the
outstanding amount of such Indebtedness and (b) the amount of the Borrowing Base
as of such date (calculated on a pro forma basis after giving effect to such
borrowing and the application of the proceeds therefrom);

                  (xi)     any guarantee by the Company of Indebtedness of any
of its Restricted Subsidiaries so long as the incurrence of such Indebtedness is
permitted to be incurred under Section 9.10;

                  (xii)    or preferred stock of Persons that are acquired by
the Company or any of its Restricted Subsidiaries or merged into the Company or
a Restricted Subsidiary in accordance with the terms of this Indenture; provided
that such Indebtedness or preferred stock is not incurred in contemplation of
such acquisition or merger; and provided further that after giving effect to
such acquisition or merger either (A) the Company would be permitted to incur at
least $1.00 of additional Indebtedness under the Consolidated Operating Cash
Flow Ratio test set forth in Section 9.10 or (B) the Company's Consolidated
Operating Cash Flow Ratio is equal to or greater than such ratio immediately
prior to such acquisition or merger;

                  (xiii)   in an amount not greater than twice the aggregate
amount of cash contributions made to the capital of the Company;

                  (xiv)    that may arise out of, or in connection with, the
MSCG Arrangements to the extent that such Indebtedness is reflected as a
liability on the Company's balance sheet;

                                      -16-

<PAGE>

                  (xv)     permitted under Sections 4.01(s) and 4.02(g) of the
Common Security Agreement; and

                  (xvi)    in addition to Indebtedness permitted by clauses (i)
through (xv) above, Indebtedness not to exceed on a consolidated basis for the
Company and its Restricted Subsidiaries at any time $75 million.

                  "Permitted Liens" means

                  (i)      Liens in favor of the Company;

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

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

                  (iv)     Liens to secure the performance of statutory
obligations, surety or appeal bonds, performance bonds or other obligations of a
like nature incurred in the ordinary course of business;

                  (v)      Liens existing on the Issue Date;

                  (vi)     Liens for taxes, assessments or governmental charges
or claims that are not yet delinquent or that are being contested in good faith
by appropriate proceedings promptly instituted and diligently concluded,
provided that any reserve or other appropriate provision as shall be required in
conformity with GAAP shall have been made therefor;

                  (vii)    Liens imposed by law, such as mechanics', carriers',
warehousemen's, materialmen's, and vendors' Liens, incurred in good faith in the
ordinary course of business with respect to amounts not yet delinquent or being
contested in good faith by appropriate proceedings if a reserve or other
appropriate provisions, if any, as shall be required by GAAP shall have been
made therefor;

                  (viii)   zoning restrictions, easements, licenses, covenants,
reservations, restrictions on the use of real property or minor irregularities
of title incident thereto that do not, in the aggregate, materially detract from
the value of the property or the assets of the Company or impair the use of such
property in the operation of the Company's business;

                  (ix)     judgment Liens to the extent that such judgments do
not cause or constitute a Default or an Event of Default;

                                      -17-

<PAGE>

                  (x)      Liens to secure the payment of all or a part of the
purchase price of property or assets acquired or the construction costs of
property or assets constructed in the ordinary course of business on or after
the Issue Date, provided that (a) such property or assets are used in the
Principal Business of the Company, (b) at the time of incurrence of any such
Lien, the aggregate principal amount of the obligations secured by such Lien
shall not exceed the lesser of the cost or fair market value of the assets or
property (or portions thereof) so acquired or constructed, (c) each such Lien
shall encumber only the assets or property (or portions thereof) so acquired or
constructed and shall attach to such assets or property within 180 days of the
purchase or construction thereof and (d) any Indebtedness secured by such Lien
shall have been permitted to be incurred under the covenant set forth in Section
9.10;

                  (xi)     Liens incurred in the ordinary course of business of
the Company with respect to obligations that do not exceed 5% of Consolidated
Net Tangible Assets at any one time outstanding;

                  (xii)    Liens incurred in connection with Interest Swap
Obligations;

                  (xiii)   Liens on any Securitization Program Assets in
connection with any Qualified Securitization Transaction;

                  (xiv)    Liens of PAFC or PACC that are Permitted Liens within
the meaning of the Common Security Agreement; and

                  (xv)     Liens to secure obligations owing from time to time
under the Credit Agreement and Guaranties thereof.

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

                  "Place of Payment" means, when used with respect to Securities
of any series, the place or places where the principal of and premium and
interest on the Securities of such series are payable as contemplated by Section
2.02.

                  "Port Arthur Notes" means the 12 1/2% Senior Notes due 2009 of
PAFC.

                  "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 2.08 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

                  "Preferred Stock" means any share of Capital Stock of any
Person in respect of which the holder thereof is entitled to receive payment
before any other payment is made with respect to any other Capital Stock of such
Person.

                                      -18-

<PAGE>

                  "Premcor Inc." means Premcor Inc., a Delaware corporation and
the direct parent of Premcor USA.

                  "Premcor USA" means Premcor USA Inc., a Delaware corporation
and the direct parent of the Company.

                  "Premcor USA Debentures" means the 11 1/2% Subordinated
Exchange  Debentures due 2009 of Premcor USA issued on April 1, 2002.

                  "Principal Business" means, with respect to the Company and
its Restricted Subsidiaries, (i) the business of the acquisition, processing,
marketing, refining, storage and/or transportation of hydrocarbons and/or
royalty or other interests in crude oil or associated products related thereto,
(ii) the acquisition, operation, improvement, leasing and other use of
convenience stores, retail service stations, truck stops and other public
accommodations in connection therewith, (iii) any business engaged in by the
Company or its Restricted Subsidiaries on the Issue Date, and (iv) any activity
or business that is a reasonable extension, development or expansion of, or
reasonably related to, any of the foregoing.

                  "Principal Property" means (i) any refinery and related
pipelines, terminalling and processing equipment or (ii) any other real property
or marketing assets or related group of such assets of the Company having a fair
market value in excess of $20 million.

                  "Private Placement Legend" means the legend set forth in
Section 2.07(g)(i) to be placed on all Securities issued under this Indenture
except where otherwise permitted by the provisions of this Indenture.

                  "Purchase Agreement" means, with respect to the Securities of
any series, the agreement between the Company, on the one hand, and the Initial
Purchasers with respect to such Securities, on the other hand, setting forth the
terms and conditions for the initial offer and sale of such Securities.

                  "Purchase Date" has the meaning as specified in Section 10.08.

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

                  "Qualified Securitization Transaction" means any transaction
or series of transactions that may be entered into by the Company or any
Subsidiary pursuant to which the Company or any Subsidiary may sell, convey,
grant a security interest in or otherwise transfer to a Securitization Special
Purpose Entity, and such Securitization Special Purpose Entity may sell, convey,
grant a security interest in, or otherwise transfer to any other Person, any
Securitization Program Assets (whether now existing or arising in the future).

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

                  "Rating Agencies" means, with respect to the Securities of any
series, (i) S&P and Moody's or (ii) if S&P or Moody's or both of them are not
making ratings of the Securities of

                                      -19-

<PAGE>

such series publicly available, a nationally recognized U.S. rating agency or
agencies, as the case may be, selected by the Company, which will be substituted
for S&P or Moody's or both, as the case may be.

                  "Rating Decline" means, with respect to a series of
Securities, that at any time within 90 days (which period shall be extended so
long as the rating of the Securities of such series is under publicly announced
consideration for possible downgrade by any Rating Agency) after the date of
public notice of a Change of Control, or of the intention of the Company or of
any Person to effect a Change of Control, the rating of the Securities of such
series is decreased by both Rating Agencies by one or more categories and the
ratings on the Securities of such series following such downgrade is below
Investment Grade.

                  "Receivables" means all rights of the Company or any
Subsidiary of the Company to payments (whether constituting accounts, chattel
paper, instruments, general intangibles or otherwise, and including the right to
payment of any interest or finance charges), which rights are identified in the
accounting records of the Company or such Subsidiary as accounts receivable.

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

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

                  "Registered Securities" means all Securities sold pursuant to
an effective registration statement under the Securities Act.

                  "Registration Rights Agreement" means, with respect to
Securities of any series, the Registration Rights Agreement between the Company
and the Initial Purchasers under the Purchase Agreement in respect of the
Securities of such series.

                  "Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose as contemplated in Section 2.02.

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

                  "Regulation S Permanent Global Security" means a permanent
Global Security in the form of Exhibit A hereto bearing the Global Security
Legend and the Private Placement Legend and deposited with or on behalf of and
registered in the name of the Depository or its nominee, and issued in a
denomination equal to the outstanding principal amount of the Regulation S
Temporary Global Security upon expiration of the Restricted Period and
authenticated as provided in Section 2.03 hereof.

                  "Regulation S Temporary Global Security" means a temporary
Global Security in the form of Exhibit A hereto bearing the Regulation S
Temporary Global Security Legend and

                                      -20-

<PAGE>

the Private Placement Legend and deposited with or on behalf of and registered
in the name of the Depository or its nominee, issued in a denomination equal to
the outstanding principal amount of the Securities of any series initially sold
in reliance on Rule 903 of Regulation S.

                  "Regulation S Temporary Global Security Legend" means the
legend set forth in Section 2.07(g)(iii), which is required to be placed on all
Regulation S Temporary Global Securities issued under this Indenture.

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

                  "Restricted Debt Prepayment" means any purchase, redemption,
defeasance (including, but not limited to, covenant or legal defeasance) or
other acquisition or retirement for value (collectively a "prepayment") (other
than in connection with a concurrent issuance of pari passu or Subordinated
Indebtedness), directly or indirectly, by the Company or a Restricted
Subsidiary, prior to the scheduled maturity on or prior to any scheduled
repayment of principal (and premium, if any) or sinking fund payment, in respect
of Indebtedness of the Company (other than the Securities of any series) which
is subordinate in right of payment to the Securities of any series.

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

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

                  "Restricted Investment" means any direct or indirect
Investment by the Company or any Restricted Subsidiary of the Company in (i) any
Affiliate of the Company which is not a Restricted Subsidiary of the Company and
(ii) any Unrestricted Subsidiary of the Company, other than direct or indirect
investments in any pipeline company in which the Company or any of its
Restricted Subsidiaries now owns or hereafter acquires any interest; provided
that the aggregate amount of Investments made by the Company or any of its
Restricted Subsidiaries in any such pipeline company shall not exceed $25
million in the aggregate at any one time outstanding; provided further, that any
Investment in a Securitization Special Purpose Entity in connection with a
Qualified Securitization Transaction shall not be a Restricted Investment.

                  "Restricted Payment" means (i) any Stock Payment, (ii) any
Restricted Investment, or (iii) any Restricted Debt Prepayment. Notwithstanding
the foregoing, Restricted Payments shall not include (a) payments by the Company
to any Restricted Subsidiary of the Company, and (b) payments by any Restricted
Subsidiary of the Company to the Company or any other Restricted Subsidiary of
the Company.

                                      -21-

<PAGE>

                  "Restricted Period" means, with respect to Securities of any
series, the period of 40 consecutive days beginning on and including the later
of (i) the date when the Securities of such series are first offered to Persons
(other than distributors, as defined in Regulation S) in reliance upon
Regulation S, and (ii) the Issue Date for Securities of such series.

                  "Restricted Subsidiary" of a Person means any Subsidiary of
the referent Person that is not (i) an Unrestricted Subsidiary or (ii) a direct
or indirect Subsidiary of an Unrestricted Subsidiary.

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

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

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

                  "Sabine River" means Sabine River Holding Corp., a Delaware
corporation and a direct Subsidiary of the Company.

                  "Sabine River LLC" means Sabine River LLC, a Delaware limited
liability company and an indirect Subsidiary of the Company.

                  "Sale and Leaseback Transaction" of any Person means an
arrangement with any lender or investor or to which such lender or investor is a
party providing for the leasing by such Person of any property or asset of such
Person which has been or is being sold or transferred by such Person more than
365 days after the acquisition thereof or the completion of construction or
commencement of operation thereof to such lender or investor or to any Person to
whom funds have been or are to be advanced by such lender or investor on the
security of such property or asset. The stated maturity of such arrangement
shall be the date of the last payment of rent or any other amount due under such
arrangement prior to the first date on which such arrangement may be terminated
by the lessee without payment of a penalty.

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

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

                  "Securitization Program Assets" means (a) all Receivables and
inventory which are described as being transferred by the Company or any
Subsidiary of the Company pursuant to documents relating to any Qualified
Securitization Transaction, (b) all Securitization Related Assets, and (c) all
collections (including recoveries) and other proceeds of the assets described in
the foregoing clauses.

                  "Securitization Related Assets" means (i) any rights arising
under the documentation governing or relating to Receivables (including rights
in respect of Liens securing such Receivables and other credit support in
respect of such Receivables) or to inventory, (ii) any proceeds of such
Receivables or inventory and any lockboxes or accounts in which such

                                      -22-

<PAGE>

proceeds are deposited, (iii) spread accounts and other similar accounts (and
any amounts on deposit therein) established in connection with a Qualified
Securitization Transaction, (iv) any warranty, indemnity, dilution and other
intercompany claim arising out of the documents relating to such Qualified
Securitization Transaction and (v) 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
or inventory.

                  "Securitization Special Purpose Entity" means a Person
(including, without limitation, a Subsidiary of the Company) created in
connection with the transactions contemplated by a Qualified Securitization
Transaction, which Person engages in no activities other than those incidental
to such Qualified Securitization Transaction.

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

                  "Security Register" and "Security Registrar" have the
respective meanings specified in Section 2.04.

                  "Shareholder/Affiliate Transaction" has the meaning as
specified in Section 9.09.

                  "Significant Subsidiary" means any Restricted Subsidiary that
would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of
Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation
is in effect on the date hereof.

                  "Special Interest" has the meaning as specified in the first
paragraph of Exhibit A attached hereto.

                  "Special Record Date" for the payment of any Defaulted
Interest means a date fixed by the Company with the consent of the Trustee
pursuant to the third paragraph of Exhibit A attached hereto.

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

                  "Stock Payment" means, with respect to the Company, any
dividend, either in cash or in property (except dividends payable in Capital
Stock of the Company which is not convertible into Indebtedness), on, or the
making by the Company of any other distribution in respect of, its Capital
Stock, now or hereafter outstanding, or the redemption, repurchase, retirement,
defeasance or any acquisition for value by the Company, directly or indirectly,
of its Capital Stock or any warrants, rights or options to purchase or acquire
shares of any class of its Capital Stock, now or hereafter outstanding (other
than in exchange for the Company's Capital Stock (other than Disqualified
Capital Stock) or options, warrants or other rights to purchase the Company's
Capital Stock (other than Disqualified Capital Stock)).

                                      -23-

<PAGE>

                  "Subordinated Indebtedness" means, with respect to the
Securities of any series, any Indebtedness of the Company which is subordinated
in right of payment to the Securities of such series and with respect to which
no payments of principal (by way of sinking fund, mandatory redemption, maturity
or otherwise), including, without limitation, at the option of the holder
thereof (other than pursuant to an offer to repurchase such Subordinated
Indebtedness following a change of control, which offer may not be completed
until 45 days after completion of the Offer to Purchase described in Section
12.01) are required to be made by the Company at any time prior to the Stated
Maturity of such Securities.

                  "Subsidiary" of any Person means (i) a corporation more than
50% of the total voting power of all classes of the outstanding voting stock of
which is owned, directly or indirectly, by such Person or by one or more other
Subsidiaries of such Person or by such Person and one or more Subsidiaries
thereof or (ii) any other Person (other than a corporation) in which such
Person, or one or more other Subsidiaries of such Person or such Person and one
or more other Subsidiaries thereof, directly or indirectly, has at least a
majority ownership and the power to direct the policies, management and affairs
thereof.

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

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

                  "Transfer Restricted Securities" means Securities that bear or
are required to bear the legend set forth in Section 2.07(g)(i) hereof.

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

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

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

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

                                      -24-

<PAGE>

                  "Unrestricted Subsidiary" means any Subsidiary that is
designated by the board of directors of the Company as an Unrestricted
Subsidiary pursuant to a Board Resolution; but only to the extent that such
Subsidiary: (a) has no Indebtedness other than Non-Recourse Debt; and (b) is a
Person with respect to which neither the Company nor any of its Restricted
Subsidiaries has any direct or indirect obligation (x) to subscribe for
additional Capital Stock (including options, warrants or other rights to acquire
Capital Stock) or (y) to maintain or preserve such Person's financial condition
or to cause such Person to achieve any specified levels of operating results.
The board of directors of the Company may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that such designation shall
be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the
Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such
designation shall only be permitted if (i) such Indebtedness is permitted under
Section 9.10 hereof, and (ii) no Default or Event of Default would be in
existence following such designation.

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

                  "Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

Section 1.02.     Compliance Certificates and Opinions

                  Upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee such certificates and opinions as may be required under
the Trust Indenture Act. Each such certificate or opinion shall be given in the
form of an Officers' Certificate, if to be given by an officer of the Company,
or an Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

                  Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

                  (1) a statement that each individual signing such certificate
or opinion has read such covenant or condition and the definitions herein
relating thereto;

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

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

                  (4) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.

                                      -25-

<PAGE>

Section 1.03.     Form of Documents Delivered to Trustee

                  In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

                  Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows that the certificate
or opinion or representations with respect to the matters upon which such
certificate or opinion is based are erroneous. Any such certificate or Opinion
of Counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information with respect to such factual matters is in
the possession of the Company, unless such counsel knows that the certificate or
opinion or representations with respect to such matters are erroneous.

                  Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

Section 1.04.     Acts of Holders; Record Dates

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and shall be conclusive in favor of the Trustee and the Company, if
made in the manner provided in this Section.

                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

                                      -26-

<PAGE>

                  (c) The Company may, in the circumstances permitted by the
Trust Indenture Act, fix any day as the record date for the purpose of
determining the Holders entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to vote on
any action, authorized or permitted to be given or taken by Holders. If not set
by the Company prior to the first solicitation of a Holder made by any Person in
respect of any such action, or, in the case of any such vote, prior to such
vote, the record date for any such action or vote shall be the 30th day (or, if
later, the date of the most recent list of Holders required to be provided
pursuant to Section 6.01) prior to such first solicitation or vote, as the case
may be. With regard to any record date, only the Holders on such date (or their
duly designated proxies) shall be entitled to give or take, or vote on, the
relevant action.

                  (d) The ownership of Securities shall be proved by the
Security Register.

                  (e) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee or
the Company in reliance thereon, whether or not notation of such action is made
upon such Security.

Section 1.05.     Notices, Etc., to Trustee and Company

                  Any request, demand, authorization, direction, notice,
consent, waiver or act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,

                  (1) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Trustee at its Corporate Trust Office, Attention:
Corporate Trust and Agency Services, with a copy to Deutsche Bank Trust Company
Americas, 280 Park Avenue, 9/th/ Floor, New York, NY 10017 or

                  (2) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company
addressed to it at the address of its principal office specified in the first
paragraph of this instrument or at any other address previously furnished in
writing to the Trustee by the Company.

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
business days after being deposited, in the mail with first-class postage
prepaid, if mailed; when receipt acknowledged, if sent by facsimile; and the
next business day after timely delivery to the courier, if sent by recognized
overnight courier guaranteeing next-day delivery; provided that notice to the
Trustee shall be deemed given only when received by the Trustee.

                                      -27-

<PAGE>

Section 1.06.     Notice to Holders; Waiver

                  Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder affected by such event, at his address as it appears in the Security
Register, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice. In any case
where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders. 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. Waivers 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.

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
business days after being deposited, in the mail with first-class postage
prepaid, if mailed; when receipt acknowledged, if sent by facsimile; and the
next business day after timely delivery to the courier, if sent by recognized
overnight courier guaranteeing next-day delivery; provided that notice to the
Trustee shall be deemed given only when received by the Trustee.

Section 1.07.     Conflict with Trust Indenture Act

                  If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case
may be.

Section 1.08.     Effect of Headings and Table of Contents

                  The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.

Section 1.09.     Successors and Assigns

                  All covenants and agreements in this Indenture by the Company
shall bind its successors and assigns, whether so expressed or not.

                                      -28-

<PAGE>

Section 1.10.     Separability Clause

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

Section 1.11.     Benefits of Indenture

                  Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

Section 1.12.     Governing Law

                  THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF).

Section 1.13.     Legal Holidays

                  In any case where any Redemption Date, Purchase Date or Stated
Maturity of any Security shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or of the Securities) payment of principal
(and premium, if any) need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the
Redemption Date, Purchase Date or at the Stated Maturity.

Section 1.14.     No Recourse Against Others

                  A director, officer, employee, stockholder or incorporator, as
such, of the Company shall not have any liability for any obligations of the
Company under the Securities or this Indenture for any claim based on, in
respect of or by reason of such obligations or their creation. Each Holder by
accepting a Security waives and releases all such liability. Such waiver and
release are part of the consideration for the issuance of the Securities.

                                   ARTICLE 2.

                                 THE SECURITIES

Section 2.01.     Form and Dating

                  The Securities of each series and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto, or in
such other form as shall be established by or pursuant to authorization provided
by a Board Resolution or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters,

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numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange
or Depository therefor or as may, consistent herewith, be determined by the
officers executing such Securities, as evidenced by their execution thereof. If
the form of Securities of any series is established by action taken pursuant to
authorization provided by a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 2.03 for the authentication and delivery of such
Securities. The Securities may have notations, legends or endorsements required
by law, stock exchange rule or usage. Each Security shall be dated the date of
its authentication. The Securities will be issued in registered form, without
coupons. Unless otherwise provided pursuant to Section 2.02(i), the Securities
of any series will be issued only in denominations of $1,000 and integral
multiples of $1,000, provided, however, that prior to the date of the Exchange
Offer, all Institutional Accredited Investors that are not also QIBs must hold
the Securities only in denominations of $100,000 or more and integral multiples
of $1,000.

                  The terms and provisions contained in the Securities of each
series shall constitute, and are hereby expressly made, a part of this Indenture
and the Company and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.

                  Global Securities. Securities issued in global form shall be
substantially in the form of Exhibit A attached hereto (including the Global
Security Legend thereon and the "Schedule of Exchanges of Interests in the
Global Securities" attached thereto). Securities issued in definitive form shall
be substantially in the form of Exhibit A attached hereto (but without the
Global Security Legend thereon and without the "Schedule of Exchanges of
Interests in the Global Securities" attached thereto). Each Global Security
shall represent such of the outstanding Securities of such series as shall be
specified therein and each shall provide that it shall represent the aggregate
principal amount of outstanding Securities of such series from time to time
endorsed thereon and that the aggregate principal amount of outstanding
Securities of such series represented thereby may from time to time be reduced
or increased, as appropriate, to reflect exchanges and redemptions. Any
endorsement of a Global Security to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Securities of such
series represented thereby shall be made by the Trustee or the Security
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder of Securities of such series thereof as required by Section
2.07 hereof.

                  Temporary Global Securities. Securities offered and sold in
reliance on Regulation S shall be issued initially in the form of the Regulation
S Temporary Global Security, which shall be deposited upon issuance on behalf of
the purchasers of the Securities represented thereby with the Trustee, at its
New York office, as custodian for the Depository, and registered in the name of
the Depository or the nominee of the Depository for credit to the accounts of
designated agents holding on behalf of Euroclear or Clearstream, duly executed
by the Company and authenticated by the Trustee as hereinafter provided. Upon
the last to occur of

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                  (i)  the expiration of the Restricted Period and

                  (ii) the receipt by the Trustee of

                       (a) copies of certificates from Euroclear and Clearstream
                           certifying that they have received certification of
                           non-United States beneficial ownership of 100% of the
                           aggregate principal amount of the Regulation S
                           Temporary Global Security (except to the extent of
                           any beneficial owners thereof who acquired an
                           interest therein during the Restricted Period
                           pursuant to another exemption from registration under
                           the Securities Act and who will take delivery of a
                           beneficial ownership interest in a 144A Global
                           Security or an IAI Global Security bearing a Private
                           Placement Legend, all as contemplated by Section
                           2.07(b)(ii) hereof), and

                       (b) an Officers' Certificate from the Company stating
                           that all conditions precedent to the issuance of the
                           Regulation S Permanent Global Security have been
                           satisfied,

beneficial interests in a Regulation S Temporary Global Security of a series
shall be exchanged for beneficial interests in Regulation S Permanent Global
Securities of the same series pursuant to the Applicable Procedures.
Simultaneously with the authentication of Regulation S Permanent Global
Securities, the Trustee shall cancel the Regulation S Temporary Global Security
of such series. The aggregate principal amount of the Regulation S Temporary
Global Security and the Regulation S Permanent Global Securities may from time
to time be increased or decreased by adjustments made on the records of the
Trustee and the Depository or its nominee, as the case may be, in connection
with transfers of interest as hereinafter provided.

                  Euroclear and Clearstream Procedures Applicable. The
provisions of the "Operating Procedures of the Euroclear System" and "Terms and
Conditions Governing Use of Euroclear" and the "General Terms and Conditions of
Clearstream" and "Customer Handbook" of Clearstream shall be applicable to
transfers of beneficial interests in the Regulation S Temporary Global Security
and the Regulation S Permanent Global Securities that are held by Participants
through Euroclear or Clearstream.

Section 2.02.     Amount Unlimited; Issuable in Series

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

                  The Securities may be issued in one or more series. There
shall be established in or pursuant to authorization provided in a Board
Resolution and, subject to Section 2.03, set forth, or determined in the manner
provided, in an Officers' Certificate of the Company or established in one or
more indentures supplemental hereto, prior to the issuance of Securities of any
series,

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               (a) the title of the Securities of the series (which shall
          distinguish the Securities of the series from Securities of any other
          series);

               (b) any limit upon the aggregate principal amount of the
          Securities of the series which may be authenticated and delivered
          under this Indenture (except for Securities authenticated and
          delivered upon registration of transfer of, or in exchange for, or in
          lieu of, other Securities of the series pursuant to Sections 2.07,
          2.08, 2.09, 8.06 or 10.07 and except for any Securities which,
          pursuant to Section 2.03, are deemed never to have been authenticated
          and delivered hereunder);

               (c) the Person to whom any interest on a Security of the series
          shall be payable, if other than the Person in whose name that Security
          is registered at the close of business on the Regular Record Date for
          such interest;

               (d) the date or dates on which the principal of any Securities of
          the series is payable;

               (e) the rate or rates at which any Securities of the series shall
          bear interest, if any, the date or dates from which any such interest
          shall accrue, the Interest Payment Dates on which any such interest
          shall be payable, the Regular Record Date for any such interest
          payable on any Interest Payment Date and the basis on which interest
          on the Securities of the series shall be calculated if other than on
          the basis of a 360-day year of twelve 30-day months;

               (f) the place or places where the principal of and any premium
          and interest on any Securities of the series shall be payable;

               (g) the period or periods within which, the price or prices at
          which and the terms and conditions upon which any Securities of the
          series may be redeemed, in whole or in part, at the option of the
          Company and, if other than by a Board Resolution, the manner in which
          any election by the Company to redeem the Securities shall be
          evidenced;

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

               (i) if a Definitive Security and denominations will be other than
          of $100,000 and integral multiples of $1,000 in excess thereof, the
          denominations in which Definitive Securities of the series shall be
          issuable; or if other than a Definitive Security and denominations
          will be other than of $1,000

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<PAGE>

          and any integral multiple thereof, the denominations in which any such
          Securities of the series shall be issuable;

               (j) if the amount of principal of or any premium or interest on
          any Securities of the series may be determined with reference to an
          index or pursuant to a formula, the manner in which such amounts shall
          be determined;

               (k) if other than the currency of the United States of America,
          the currency, currencies or currency units in which the principal of
          or any premium or interest on any Securities of the series shall be
          payable and the manner of determining the equivalent thereof in the
          currency of the United States of America for any purpose, including
          for purposes of the definition of "Outstanding" in Section 1.01;

               (l) if the principal of or any premium or interest on any
          Securities of the series is to be payable, at the election of the
          Company or the Holder thereof, in one or more currencies or currency
          units other than that or those in which such Securities are stated to
          be payable, the currency, currencies or currency units in which the
          principal of or any premium or interest on such Securities as to which
          such election is made shall be payable, the periods within which and
          the terms and conditions upon which such election is to be made and
          the amount so payable (or the manner in which such amount shall be
          determined);

               (m) if other than the entire principal amount thereof, the
          portion of the principal amount of any Securities of the series which
          shall be payable upon declaration of acceleration of the Maturity
          thereof pursuant to Section 4.02;

               (n) if the principal amount payable at the Stated Maturity of any
          Securities of the series will not be determinable as of any one or
          more dates prior to the Stated Maturity, the amount which shall be
          deemed to be the principal amount of such Securities as of any such
          date for any purpose thereunder or hereunder, including the principal
          amount thereof which shall be due and payable upon any Maturity other
          than the Stated Maturity or which shall be deemed to be Outstanding as
          of any date prior to the Stated Maturity (or, in any such case, the
          manner in which such amount deemed to be the principal amount shall be
          determined);

               (o) if applicable, that the Securities of the series, in whole or
          any specified part, shall be defeasible pursuant to Section 13.02 or
          Section 13.03 or both such Sections and, if other than by a Board
          Resolution, the manner in which any election by the Company to defease
          such Securities shall be evidenced;

               (p) if applicable, that any Securities of the series shall be
          issuable in whole or in part in the form of one or more Global
          Securities and, in such case, the respective Depositaries for such
          Global Securities, which shall be DTC if no Depository is specified,
          the form of any legend or legends which shall

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<PAGE>

          be borne by any such Global Security in addition to or in lieu of that
          set forth in Section 2.07(g)(ii), whether such Global Securities shall
          be in the form of Transfer Restricted Securities and any circumstances
          in addition to or in lieu of those set forth in Section 2.07(a) in
          which any such Global Security may be exchanged in whole or in part
          for Securities registered, and any transfer of such Global Security in
          whole or in part may be registered, in the name or names of Persons
          other than the Depository for such Global Security or a nominee
          thereof;

               (q) any addition to or change in the Events of Default which
          applies to any Securities of the series and any change in the right of
          the Trustee or the requisite Holders of such Securities to declare the
          principal amount thereof due and payable pursuant to Section 4.02;

               (r) whether and under what circumstances the Company will pay
          additional amounts on the Securities of the series held by a person
          who is not a U.S. person in respect of taxes or similar charges
          withheld or deducted and, if so, whether the Company will have the
          option to redeem such Securities rather than pay such additional
          amounts;

               (s) the obligation, if any, of the Company to permit the
          conversion or exchange of the Securities of any series into other
          securities (whether or not issued by, or the obligation of, the
          Company), and the terms and conditions upon which such conversion or
          exchange shall be effected (including, without limitation, the initial
          conversion or exchange price or rate, the conversion or exchange
          period and any other provisions in addition to or in lieu of those set
          forth in this Indenture relative to such obligation);

               (t) any addition to or change in the covenants set forth in
          Article Nine which applies to Securities of the series; and

               (u) any other terms of the series (which terms shall not be
          inconsistent with the provisions of this Indenture, except as
          permitted by Section 8.01(9)).

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

               All Securities of any one series need not be issued at the same
time and, unless otherwise provided, a series may be reopened for issuances
of additional Securities of such series ("Additional Securities"). Additional
Securities shall vote (or consent) as a class with the original securities of
such series and otherwise be treated as such Securities for all purposes of this
Indenture.

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<PAGE>

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

Section 2.03.     Execution and Authentication

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

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

                  A Security shall not be valid until authenticated by the
manual signature of the Trustee. The signature shall be conclusive evidence that
the Security has been authenticated under this Indenture.

                  The Trustee shall authenticate (i) Securities for original
issue up to the aggregate principal amount stated in paragraph 1 of the
Securities and (ii) Additional Securities from time to time for original issue
in aggregate principal amounts specified by the Company pursuant to Section
2.02, in each case, upon a written order of the Company signed by two Officers
(an "Authentication Order"), and, in the case of clause (ii), upon receipt by
the Trustee of an Opinion of Counsel confirming that the Holders of the
Outstanding Securities of the affected series will be subject to federal income
tax in the same amounts, in the same manner and at the same times as would have
been the case if such Additional Securities were not issued. The Authentication
Order shall specify the amount of Securities to be authenticated and the date on
which the Securities are to be authenticated and shall state, in the case of any
Additional Securities, that the issuance of such Additional Securities does not
contravene any provision of Article 9 of this Indenture.

                  Except as provided in Section 2.08 hereof, the aggregate
principal amount of Securities of any series outstanding at any time may not
exceed any limit upon the maximum principal amount for such series set forth in
the Board Resolution, Officers' Certificate, or supplemental indenture pursuant
to Section 2.02 or in any additional Board Resolution, Officers' Certificate or
supplemental indenture which shall reopen a series of Securities pursuant to
Section 2.02.

Section 2.04.     Registrar and Paying Agent

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

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<PAGE>

Paying Agent or Security Registrar without notice to any Holder. The Company
shall notify the Trustee in writing of the name and address of any Security
Registrar or Paying Agent not a party to this Indenture. If the Company fails to
appoint or maintain another entity as Security Registrar or Paying Agent, the
Trustee shall act as such. The Company or any of its Subsidiaries may act as
Paying Agent or Security Registrar.

                  The Company initially appoints The Depository Trust Company
("DTC") to act as Depository with respect to the Global Securities.

                  The Company initially appoints the Trustee to act as the
Security Registrar and Paying Agent and to act as Security Custodian with
respect to the Global Securities.

Section 2.05.     Paying Agent to Hold Money in Trust

                  The Company shall require each Paying Agent other than the
Trustee, in respect of any series, to agree in writing that the Paying Agent
will hold in trust for the benefit of Holders of Securities of such series or
the Trustee all money held by the Paying Agent for the payment of principal,
premium, if any, or interest on the Securities of such series, and will notify
the Trustee in writing of any default by the Company in making any such payment.
While any such default continues, the Trustee may require a Paying Agent to pay
all money held by it to the Trustee. The Company at any time may require a
Paying Agent to pay all money held by it to the Trustee. Upon payment over to
the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall
have no further liability for the money. If the Company or a Subsidiary acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy
or reorganization proceedings relating to the Company, the Trustee shall serve
as Paying Agent for the Securities.

Section 2.06.     Holder Lists

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

Section 2.07.     Transfer and Exchange

                  (a) Transfer and Exchange of Global Securities. A Global
Security may not be transferred as a whole except by the Depository to a nominee
of the Depository, by a nominee of the Depository to the Depository or to
another nominee of the Depository, or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository. All Global
Securities of a series (except the Regulation S Temporary Global Security) will
be exchanged by the Company for Definitive Securities of the same series if (i)
the

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<PAGE>

Company delivers to the Trustee written notice from the Depository that it is
unwilling or unable to continue to act as Depository or that it is no longer a
clearing agency registered under the Exchange Act and, in either case, a
successor Depository is not appointed by the Company within 120 days after the
date of such notice from the Depository, (ii) the Company in its sole discretion
determines that the Global Securities of such series (in whole but not in part)
should be exchanged for Definitive Securities and delivers a written notice to
such effect to the Trustee or (iii) there has occurred and is continuing a
Default or an Event of Default. Upon the occurrence of either of the preceding
events in (i), (ii) or (iii) above, Definitive Securities of the same series
shall be issued in such names as the Depository shall instruct the Trustee. In
addition, beneficial interests in a Global Security may be exchanged for
Definitive Securities upon request but only upon at least 20 days' prior written
notice given to the Trustee by or on behalf of the Depository in accordance with
the Applicable Procedures. Global Securities of a series also may be exchanged
or replaced, in whole or in part, as provided in Sections 2.08 and 2.09 hereof.
Every Security authenticated and delivered in exchange for, or in lieu of, a
Global Security of the same series or any portion thereof, pursuant to this
Section 2.07 or Section 2.08 or 2.09 hereof, shall be authenticated and
delivered in the form of, and shall be, a Global Security. A Global Security of
any series may not be exchanged for another Security other than as provided in
this Section 2.07(a); however, beneficial interests in a Global Security may be
transferred and exchanged as provided in Section 2.07(b), (c) or (f) hereof.

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

                      (i)  Transfer of Beneficial Interests in the Same Global
     Security. Beneficial interests in any Restricted Global Security of a
     series may be transferred to Persons who take delivery thereof in the form
     of a beneficial interest in the same Restricted Global Security in
     accordance with the transfer restrictions set forth in the Private
     Placement Legend; provided, however, that transfers of beneficial interests
     in the Regulation S Temporary Global Security may not be made to a U.S.
     Person or for the account or benefit of a U.S. Person (other than an
     Initial Purchaser). Beneficial interests in any Unrestricted Global
     Security of a series may be transferred to Persons who take delivery
     thereof in the form of a beneficial interest in an Unrestricted Global
     Security of the same series. No written orders or instructions shall be
     required to be delivered to the Security Registrar to effect the transfers
     described in this Section 2.07(b)(i).

                      (ii) All Other Transfers and Exchanges of Beneficial
     Interests in Global Securities. In connection with all transfers and
     exchanges of beneficial interests that are not subject to Section
     2.07(b)(i) above, the transferor of such beneficial interest must deliver
     to the Security Registrar either (A) (1) a written order from a Participant
     or

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         an Indirect Participant given to the Depository in accordance with the
         Applicable Procedures directing the Depository to credit or cause to be
         credited a beneficial interest in another Global Security of the same
         series in an amount equal to the beneficial interest to be transferred
         or exchanged and (2) instructions given in accordance with the
         Applicable Procedures containing information regarding the Participant
         account to be credited with such increase or (B) (1) a written order
         from a Participant or an Indirect Participant given to the Depository
         in accordance with the Applicable Procedures directing the Depository
         to cause to be issued a Definitive Security in an amount equal to the
         beneficial interest to be transferred or exchanged and (2) instructions
         given by the Depository to the Security Registrar containing
         information regarding the Person in whose name such Definitive Security
         shall be registered to effect the transfer or exchange referred to in
         (1) above; provided that in no event shall Definitive Securities be
         issued upon the transfer or exchange of beneficial interests in the
         Regulation S Temporary Global Security of a series prior to (x) the
         expiration of the Restricted Period in respect of the Securities of
         that series and (y) the receipt by the Security Registrar of any
         certificates required pursuant to Rule 903 under the Securities Act.
         Upon consummation of an Exchange Offer in respect of Securities of any
         series by the Company in accordance with Section 2.07(f) hereof, the
         requirements of this Section 2.07(b)(ii) shall be deemed to have been
         satisfied upon receipt by the Security Registrar of the instructions
         contained in the Letter of Transmittal delivered by the Holder of such
         beneficial interests in the Restricted Global Securities of such
         series. Upon satisfaction of all of the requirements for transfer or
         exchange of beneficial interests in Global Securities of a series
         contained in this Indenture and the Securities of such series or
         otherwise applicable under the Securities Act, the Trustee shall adjust
         the principal amount of the relevant Global Securities of such series
         pursuant to Section 2.07(h) hereof.

                      (iii) Transfer of Beneficial Interests to Another
         Restricted Global Security. A beneficial interest in any Restricted
         Global Security of a series may be transferred to a Person who takes
         delivery thereof in the form of a beneficial interest in another
         Restricted Global Security of the same series if the transfer complies
         with the requirements of Section 2.07(b)(ii) above and the Security
         Registrar receives the following:

                            (A) if the transferee will take delivery in the form
               of a beneficial interest in the 144A Global Security, a
               certificate in the form of Exhibit B hereto, including the
               certifications in item (1) thereof, delivered by the Transferor;

                            (B) if the transferee will take delivery in the form
               of a beneficial interest in the Regulation S Temporary Global
               Security or the Regulation S Permanent Global Security, a
               certificate in the form of Exhibit B hereto, including the
               certifications in item (2) thereof, delivered by the
               Transferor; provided, however, that if such transfer occurs
               prior to the expiration of the Restricted Period, the interest
               transferred will be held immediately thereafter through
               Euroclear or Clearstream; and

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<PAGE>

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

                      (iv)  Transfer and Exchange of Beneficial Interests in a
Restricted Global Security for Beneficial Interests in the Unrestricted Global
Security. A beneficial interest in any Restricted Global Security of a series
may be exchanged by any holder thereof for a beneficial interest in an
Unrestricted Global Security of the same series or transferred to a Person who
takes delivery thereof in the form of a beneficial interest in an Unrestricted
Global Security of the same series if the exchange or transfer complies with the
requirements of Section 2.07(b)(ii) above and:

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

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

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

                            (D) the Security Registrar receives the following:

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

                            (2) if the holder of such beneficial interest in a
                    Restricted Global Security of such series proposes to
                    transfer such beneficial interest to a Person who shall take
                    delivery thereof in the form of a beneficial interest in an
                    Unrestricted Global Security of the same series, a
                    certificate from such holder in the form of Exhibit B
                    hereto, including the certifications in item (4) thereof;

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<PAGE>

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

                  If any such transfer is effected pursuant to subparagraph (B)
or (D) above at a time when an Unrestricted Global Security of the same series
has not yet been issued, the Company shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.03 hereof, the Trustee shall
authenticate one or more Unrestricted Global Securities of the same series in an
aggregate principal amount equal to the aggregate principal amount of beneficial
interests transferred pursuant to subparagraph (B) or (D) above.

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

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

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

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

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

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

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

                                      -40-

<PAGE>

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

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

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

     the Trustee (upon written direction of the Security Registrar, if the
     Security Registrar and Trustee are not the same person) shall cause the
     aggregate principal amount of the applicable Global Security to be reduced
     accordingly pursuant to Section 2.07(h) hereof, and the Company shall
     execute and the Trustee shall authenticate and deliver to the Person
     designated in the instructions a Definitive Security of the same series in
     the appropriate principal amount. Any Definitive Security issued in
     exchange for a beneficial interest in a Restricted Global Security pursuant
     to this Section 2.07(c) shall be registered in such name or names and in
     such authorized denomination or denominations as the holder of such
     beneficial interest shall instruct the Security Registrar through
     instructions from the Depository and the Participant or Indirect
     Participant. The Trustee shall deliver such Definitive Securities to the
     Persons in whose names such Securities are so registered. Any Definitive
     Security issued in exchange for a beneficial interest in a Restricted
     Global Security pursuant to this Section 2.07(c)(i) shall bear the Private
     Placement Legend and shall be subject to all restrictions on transfer
     contained therein.

          Notwithstanding Sections 2.07(c)(i)(A) and (C) hereof, a beneficial
     interest in the Regulation S Temporary Global Security may not be exchanged
     for a Definitive Security or transferred to a Person who takes delivery
     thereof in the form of a Definitive Security.

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

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the holder of such beneficial interest, in the case of an
          exchange, or the transferee, in the case of a transfer, certifies in
          the applicable Letter of Transmittal that it is not (1) a
          broker-dealer, (2) a Person participating in the distribution of the
          Exchange

                                      -41-

<PAGE>

          Securities or (3) a Person who is an affiliate (as defined in Rule
          144) of the Company;

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

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

                (D) the Security Registrar receives the following:

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

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

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

          (iii) Beneficial Interests in Unrestricted Global Securities to
Unrestricted Definitive Securities. If any holder of a beneficial interest in an
Unrestricted Global Security of a series proposes to exchange such beneficial
interest for a Definitive Security of the same series or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a
Definitive Security of the same series, then, upon satisfaction of the
conditions set forth in Section 2.07(b)(ii) hereof, the Trustee shall (upon
written direction of the Security Registrar, if the Security Registrar and
Trustee are not the same person) cause the aggregate principal amount of the
applicable Global Security to be reduced accordingly pursuant to Section 2.07(h)
hereof, and the Company shall execute and the Trustee shall authenticate and
deliver to the Person designated in the instructions a Definitive Security in
the appropriate principal amount. Any Definitive Security of a series issued in
exchange for a beneficial interest pursuant to this Section 2.07(c)(iii) shall
be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the







<PAGE>

     Security Registrar through instructions from the Depository and the
     Participant or Indirect Participant. The Trustee shall deliver such
     Definitive Securities to the Persons in whose names such Securities are so
     registered. Any Definitive Security issued in exchange for a beneficial
     interest pursuant to this Section 2.07(c)(iii) shall not bear the Private
     Placement Legend.

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

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

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

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

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

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

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

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

                                      -43-

<PAGE>

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

the Trustee shall (upon written direction of the Security Registrar, if the
Security Registrar and Trustee are not the same person) cancel the Restricted
Definitive Security of such series, increase or cause to be increased the
aggregate principal amount of, in the case of clause (A) above, the appropriate
Restricted Global Security, in the case of clause (B) above, the 144A Global
Security, in the case of clause (C) above, the Regulation S Permanent Global
Security, and in all other cases, the IAI Global Security.

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

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

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

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

               (D) the Security Registrar receives the following:

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

               (2) if the Holder of such Definitive Securities proposes to
          transfer such Securities to a Person who shall take delivery thereof
          in the form of a beneficial interest in the Unrestricted Global
          Security of the same series, a

                                      -44-

<PAGE>

          certificate from such Holder in the form of Exhibit B hereto,
          including the certifications in item (4) thereof; and, in each such
          case set forth in this subparagraph (D), if the Security Registrar so
          requests or if the Applicable Procedures so require, an Opinion of
          Counsel in form reasonably acceptable to the Security Registrar to the
          effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order to
          maintain compliance with the Securities Act.

     Upon satisfaction of the conditions of any of the subparagraphs in this
     Section 2.07(d)(ii), the Trustee shall (upon written direction of the
     Security Registrar, if the Security Registrar and Trustee are not the same
     person) cancel such Definitive Securities and increase or cause to be
     increased the aggregate principal amount of the Unrestricted Global
     Security of the same series.

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

               If any such exchange or transfer from a Definitive Security to a
     beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D)
     or (iii) above at a time when an Unrestricted Global Security of the same
     series has not yet been issued, the Company shall issue and, upon receipt
     of an Authentication Order in accordance with Section 2.03 hereof, the
     Trustee shall authenticate one or more Unrestricted Global Securities of
     such series in an aggregate principal amount equal to the principal amount
     of Definitive Securities so transferred.

          (e)  Transfer and Exchange of Definitive Securities for Definitive
Securities. Upon written request by a Holder of Definitive Securities and such
Holder's compliance with the provisions of this Section 2.07(e), the Security
Registrar shall register the transfer or exchange of Definitive Securities of
the same series. Prior to such registration of transfer or exchange, the
requesting Holder shall present or surrender to the Security Registrar the
Definitive Securities duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Security Registrar duly executed by such
Holder or by his attorney, duly authorized in writing. In addition, the
requesting Holder shall provide any additional certifications, documents and
information, as applicable, required pursuant to the following provisions of
this Section 2.07(e).

               (i) Restricted Definitive Securities to Restricted Definitive
     Securities. Any Restricted Definitive Security of a series may be
     transferred to and registered in the

                                      -45-

<PAGE>

     name of Persons who take delivery thereof in the form of a Restricted
     Definitive Security of the same series if the Security Registrar receives
     the following:

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

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

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

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

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

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

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

               (D) the Security Registrar receives the following:

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

               (2) if the Holder of such Restricted Definitive Securities
          proposes to transfer such Securities to a Person who shall take
          delivery thereof in

                                      -46-

<PAGE>

          the form of an Unrestricted Definitive Security of the same series, a
          certificate from such Holder in the form of Exhibit B hereto,
          including the certifications in item (4) thereof;

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

              (iii) Unrestricted Definitive Securities to Unrestricted
     Definitive Securities. A Holder of Unrestricted Definitive Securities of a
     series may transfer such Securities to a Person who takes delivery thereof
     in the form of an Unrestricted Definitive Security of the same series. Upon
     receipt of a request to register such a transfer, the Security Registrar
     shall register the Unrestricted Definitive Securities of such series
     pursuant to the instructions from the Holder thereof.

          (f) Exchange Offer. Upon the consummation of the Exchange Offer in
respect of the Securities of a series in accordance with the Registration Rights
Agreement, the Company shall issue and, upon receipt of an Authentication Order
in accordance with Section 2.03, the Trustee shall authenticate (i) one or more
Unrestricted Global Securities of such series in an aggregate principal amount
equal to the principal amount of the beneficial interests in the Restricted
Global Securities of the same series tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Exchange
Securities and (z) they are not affiliates (as defined in Rule 144) of the
Company, and accepted for exchange in the Exchange Offer and (ii) Definitive
Securities of the same series in an aggregate principal amount equal to the
principal amount of the Restricted Definitive Securities accepted for exchange
in the Exchange Offer. Concurrently with the issuance of such Securities, the
Trustee shall (upon written direction of the Security Registrar, if the Security
Registrar and Trustee are not the same person) cause the aggregate principal
amount of the Restricted Global Securities of such series to be reduced
accordingly, and the Company shall execute and the Trustee shall authenticate
and deliver to the Persons designated by the Holders of Definitive Securities so
accepted Definitive Securities of such series in the appropriate principal
amount.

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

              (i)   Private Placement Legend.

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

                                      -47-

<PAGE>

                  "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
                  OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN
                  ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION
                  HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER

                           (1)      REPRESENTS THAT

                                    (A) IT AND ANY ACCOUNT FOR WHICH IT IS
                           ACTING IS A "QUALIFIED INSTITUTIONAL BUYER" (WITHIN
                           THE MEANING OF RULE 144A UNDER THE SECURITIES ACT)
                           AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH
                           RESPECT TO EACH SUCH ACCOUNT,

                                    (B) IT IS AN INSTITUTIONAL "ACCREDITED
                           INVESTOR" (WITHIN THE MEANING OF RULE 501(a)(1), (2),
                           (3) or (7) UNDER THE SECURITIES ACT) (AN
                           "INSTITUTIONAL ACCREDITED INVESTOR"),

                           OR

                                    (C) IT IS NOT A U.S. PERSON (WITHIN THE
                           MEANING OF REGULATION S UNDER THE SECURITIES ACT) AND

                           (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT
                  WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS
                  SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN
                  ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE
                  SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY

                                    (A) TO THE COMPANY,

                                    (B) PURSUANT TO A REGISTRATION STATEMENT
                           WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT,

                                    (C) TO A QUALIFIED INSTITUTIONAL BUYER IN
                           COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,

                                    (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE
                           WITH RULE 904 OF REGULATION S UNDER THE SECURITIES
                           ACT,

                                    (E) IN A PRINCIPAL AMOUNT OF NOT LESS THAN
                           $100,000, TO AN INSTITUTIONAL ACCREDITED INVESTOR

                                      -48-

<PAGE>

                           THAT, PRIOR TO SUCH TRANSFER, DELIVERS TO THE
                           TRUSTEE A DULY COMPLETED AND SIGNED CERTIFICATE (THE
                           FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE OR THE
                           COMPANY) RELATING TO THE RESTRICTIONS ON TRANSFER OF
                           THIS SECURITY, OR

                                    (F) PURSUANT TO AN EXEMPTION FROM
                           REGISTRATION PROVIDED BY RULE 144 UNDER THE
                           SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM
                           THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                                    PRIOR TO THE REGISTRATION OF ANY TRANSFER IN
                           ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY
                           COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH
                           MAY BE OBTAINED FROM THE TRUSTEE OR THE COMPANY) MUST
                           BE DELIVERED TO THE TRUSTEE. PRIOR TO THE
                           REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH
                           (2)(E) OR (F) ABOVE, THE COMPANY RESERVES THE RIGHT
                           TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS,
                           CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE
                           REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED
                           TRANSFER IS BEING MADE IN COMPLIANCE WITH THE
                           SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.
                           NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF
                           ANY RULE 144 EXEMPTION FROM THE REGISTRATION
                           REQUIREMENTS OF THE SECURITIES ACT."

                           (y) Notwithstanding the foregoing, any Global
         Security or Definitive Security issued pursuant to subparagraphs
         (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f)
         to this Section 2.07 (and all Securities issued in exchange therefor or
         substitution thereof) shall not bear the Private Placement Legend.

                  (ii)     Global Security Legend.  Except for the Regulation S
Temporary  Global  Security,  each Global Security shall bear a legend in
substantially the following form:

                  "THIS GLOBAL SECURITY IS HELD BY THE DEPOSITORY (AS DEFINED IN
                  THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN
                  CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND
                  IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
                  EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
                  MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE,
                  (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN
                  PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS
                  GLOBAL SECURITY MAY BE

                                      -49-

<PAGE>

                  DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
                  2.10 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE
                  TRANSFERRED TO A SUCCESSOR DEPOSITORY WITH THE PRIOR WRITTEN
                  CONSENT OF THE COMPANY."

                  (iii)    Regulation S Temporary Global Security Legend.  The
Regulation S Temporary Global Security shall bear a legend in substantially the
following form:

                  "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL
                  SECURITY, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS
                  EXCHANGE FOR BENEFICIAL INTERESTS IN THE REGULATION S
                  PERMANENT GLOBAL SECURITY, ARE AS SPECIFIED IN THE INDENTURE
                  (AS DEFINED HEREIN)."

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

                  (i)      General Provisions Relating to Transfers and
Exchanges.

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

                           (ii)     No service charge shall be made to a holder
     of a beneficial interest in a Global Security or to a Holder of a
     Definitive Security for any registration of transfer or exchange, but the
     Company may require payment of a sum sufficient to cover any transfer tax
     or similar governmental charge payable in connection therewith (other than
     any such transfer taxes or similar governmental charge payable upon
     exchange or transfer pursuant to Sections 2.08, 8.06, 9.13, 10.08 and 10.09
     hereof).

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

                                      -50-

<PAGE>

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

               (v)    The Company shall not be required (A) to issue, to
          register the transfer of or to exchange any Securities during a period
          beginning at the opening of business 15 days before the day of any
          selection of Securities for redemption under Section 10.03 hereof and
          ending at the close of business on the day of selection, (B) to
          register the transfer of or to exchange any Security so selected for
          redemption in whole or in part, except the unredeemed portion of any
          Security being redeemed in part or (c) to register the transfer of or
          to exchange a Security between a record date and the next succeeding
          Interest Payment Date.

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

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

               (viii) All certifications, certificates and Opinions of Counsel
          required to be submitted to the Security Registrar pursuant to this
          Section 2.07 to effect a registration of transfer or exchange may be
          submitted by facsimile.

Section 2.08.     Replacement Securities

                  If any mutilated Security of a series is surrendered to the
Trustee, or the Company and the Trustee receive evidence to their satisfaction
of the destruction, loss or theft of any Security of a series, the Company shall
issue and the Trustee, upon the written order of the Company signed by two
Officers of the Company, shall authenticate a replacement Security of the same
series if the Trustee's requirements are met. If required by the Trustee or the
Company, an indemnity bond must be supplied by the Holder that is sufficient in
the judgment of the Trustee and the Company to protect the Company, the Trustee,
any Paying Agent, the Security Registrar and any Authenticating Agent from any
loss that any of them may suffer if a Security is replaced. The Company may
charge for its expenses in replacing a Security.

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

                                      -51-

<PAGE>

Section 2.09.     Temporary Securities

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

                  Holders of temporary Securities of any series shall be
entitled to the same benefits under this Indenture as Definitive Securities of
such series and tenor.

Section 2.10.     Cancellation

                  The Company at any time may deliver Securities to the Trustee
for cancellation. The Security Registrar and Paying Agent shall forward to the
Trustee any Securities surrendered to them for registration of transfer,
exchange or payment. The Trustee and no one else shall cancel all Securities
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and shall dispose of such Securities in accordance with the
Trustee's normal procedures as in effect from time to time. Certification of the
destruction of all cancelled Securities shall be delivered to the Company. The
Company may not issue new Securities to replace Securities that it has paid or
that have been delivered to the Trustee for cancellation.

Section 2.11.     Defaulted Interest

                  If the Company defaults in a payment of interest on the
Securities of a series, it shall pay the defaulted interest in any lawful manner
plus, to the extent lawful, interest payable on the defaulted interest, to the
Persons who are Holders on a subsequent special record date, in each case at the
rate provided in the Securities of such series and in Section 9.01 hereof. The
Company shall notify the Trustee in writing of the amount of defaulted interest
proposed to be paid on each Security and the date of the proposed payment. The
Company shall fix or cause to be fixed each such special record date and payment
date, provided that no such special record date shall be less than 10 days prior
to the related payment date for such defaulted interest. At least 15 days before
the special record date, the Company (or, upon the written request of the
Company, the Trustee in the name and at the expense of the Company) shall mail
or cause to be mailed to Holders of Securities of such series a notice that
states the special record date, the related payment date and the amount of such
interest to be paid.

                                      -52-

<PAGE>

                                   ARTICLE 3.

                           SATISFACTION AND DISCHARGE

Section 3.01.     Satisfaction and Discharge of Indenture

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

                  (1)   either

                  (a)   all Securities theretofore authenticated and delivered
(other than (i) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 2.07 and (ii) Securities for
whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged
from such trust, as provided in Section 9.03) have been delivered to the Trustee
for cancellation; or

                  (b)   all such Securities not theretofore delivered to the
Trustee for cancellation

                  (i)   have become due and payable, or

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

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

and the Company, in the case of (i), (ii) or (iii) above, has irrevocably
deposited or caused to be irrevocably deposited with the Trustee as trust funds
in trust for such purpose an amount sufficient to pay and discharge the entire
indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, for principal and any premium and interest to the date of such
deposit (in the case of Securities which have become due and payable) or to the
Stated Maturity or Redemption Date, as the case may be;

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

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

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

                                      -53-

<PAGE>

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 5.07, the
obligations of the Trustee to any Authenticating Agent under Section 5.14 and,
if money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section, the obligations of the Trustee under Section 3.02
and the last paragraph of Section 9.03 shall survive.

Section 3.02.     Application of Trust Money

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

                                   ARTICLE 4.

                                    REMEDIES

Section 4.01.     Events of Default

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

                  (1)   default in the payment of any interest upon any Security
when it becomes due and payable, and continuance of such default for a period of
30 days; or

                  (2)   default in the payment of the principal of (or premium,
if any, on) any Security at its Maturity; or

                  (3)   default in the deposit of any sinking fund payment, when
and as due by the terms of a Security of that series; or

                  (4)   failure by the Company to observe or perform any
covenant or condition on the part of the Company to be performed or observed
pursuant to Section 7.01 hereof; or

                  (5)   default in the performance, or breach, of any covenant
or warranty of the Company in this Indenture (other than a covenant or warranty
a default in whose performance or whose breach is elsewhere in this Section
specifically dealt with or which has expressly been included in this Indenture
solely for the benefit of a series of Securities other than that series), and
continuance of such default or breach for a period of 30 days after there has
been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in aggregate
principal amount of the Outstanding Securities a written

                                      -54-

<PAGE>

notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder; or

                  (6)   a default occurs under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any Restricted
Subsidiary of the Company (or the payment of which is guaranteed by the Company
or a Restricted Subsidiary of the Company), including a default with respect to
Securities of any series other than that series, whether such Indebtedness or
guarantee now exists or shall be created hereafter, if (a) either (i) such
default results from the failure to pay principal (and premium, if any) upon the
expressed maturity of such Indebtedness (after the expiration of any applicable
grace period) or (ii) as a result of such default the maturity of such
Indebtedness has been accelerated prior to its expressed maturity and (b) the
principal amount of such Indebtedness, together with the principal amount of any
other such Indebtedness with respect to which the principal amount unpaid upon
its expressed maturity (after the expiration of any applicable grace period), or
the maturity of which has been so accelerated, exceeds $25 million; or

                  (7)   a final judgment or final judgments (not subject to
appeal) for the payment of money are entered by a court or courts of competent
jurisdiction against the Company or any Restricted Subsidiary of the Company and
such judgment or judgments remain unstayed, in effect and unpaid for a period of
60 consecutive days, provided that the aggregate of all such judgments (to the
extent not paid or to be paid by insurance) exceeds $50 million; or

                  (8)   the entry by a court having jurisdiction in the premises
of (A) a decree or order for relief in respect of the Company or any Significant
Subsidiary of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or (B) a decree or order adjudging the Company or any Significant
Subsidiary of the Company a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or composition
of or in respect of the Company or any Significant Subsidiary of the Company
under any applicable Federal or State law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the
Company or any Significant Subsidiary of the Company or of any substantial part
of the property of the Company or any Significant Subsidiary of the Company, or
ordering the winding up or liquidation of the affairs of the Company or any
Significant Subsidiary of the Company, and the continuance of any such decree or
order for relief or any such other decree or order unstayed and in effect for a
period of 60 consecutive days; or

                  (9)   the commencement by the Company or any Significant
Subsidiary of the Company of a voluntary case or proceeding under any applicable
Federal or State bankruptcy, insolvency, reorganization or other similar law or
of any other case or proceeding to be adjudicated a bankrupt or insolvent, or
the consent by the Company or any Significant Subsidiary of the Company to the
entry of a decree or order for relief in respect of the Company or any
Significant Subsidiary of the Company in an involuntary case or proceeding under
any applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against the Company or any

                                      -55-

<PAGE>

Significant Subsidiary of the Company, or the filing by the Company or any
Significant Subsidiary of the Company of a petition or answer or consent seeking
reorganization or relief under any applicable Federal or State law, or the
consent by the Company or any Significant Subsidiary of the Company to the
filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or any Significant Subsidiary of the Company or
of any substantial part of their respective property, or the making by the
Company or any Significant Subsidiary of the Company of an assignment for the
benefit of creditors, or the admission by either the Company or any Significant
Subsidiary of the Company in writing of an inability to pay debts generally as
they become due, or the taking of corporate action by the Company or any
Significant Subsidiary of the Company in furtherance of any such action; or

                  (10)  any other Event of Default provided with respect to
Securities of that Series.

Section 4.02.     Acceleration of Maturity; Rescission and Annulment

                  If an Event of Default (other than an Event of Default
specified in clause 4.01(8) or (9)) with respect to the Securities of any series
at the time Outstanding occurs and is continuing, whether or not such Event of
Default is an Event of Default with respect to the Securities of any other
series at the time Outstanding, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare all of the Securities of that series (or, if any
Securities of that series are Original Issue Discount Series, such portion of
the principal amount of such Securities as may be specified by the terms
thereof) to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified amount) shall become immediately due and
payable.

                  In the event of a declaration of acceleration because an Event
of Default specified in Section 4.01(6) with respect to Securities of any series
at the time Outstanding has occurred and is continuing, such declaration of
acceleration shall be automatically annulled if the holders of the Indebtedness
which is the subject of such Event of Default have rescinded their declaration
of acceleration in respect of such Indebtedness within 90-days thereof and the
Trustee has received written notice of such cure, waiver or rescission and no
other Event of Default has occurred during such 90-day period which has not been
cured or waived. If an Event of Default specified in clauses (8) or (9) of
Section 4.01 with respect to Securities of any series at the time Outstanding
(or, if any Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified by
the terms thereof) occurs, the Securities then outstanding shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder.

                  At any time after such a declaration of acceleration with
respect to Securities of any series has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of a majority in

                                      -56-

<PAGE>

principal amount of the Outstanding Securities of that series, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its
consequences if:

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

                        (a)    all overdue interest, including Special Interest,
          on all Securities of that series;

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

                        (c)    to the extent that payment of such interest is
          lawful, interest upon overdue interest, including Special Interest,
          and principal (and premium, if any) at the rate or rates prescribed
          therefor in such Securities; and

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

          and

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

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

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

                  The Company covenants that if:

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

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

                                      -57-

<PAGE>

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal (and premium, if any) and on any overdue interest, at the rate or
rates prescribed therefor in such Securities, and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

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

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

Section 4.04.     Trustee May File Proofs of Claim

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

                  No provision of this Indenture shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or the rights of any Holder thereof or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

                                      -58-

<PAGE>

Section 4.05.     Trustee May Enforce Claims Without Possession of Securities

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

Section 4.06.     Application of Money Collected

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

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

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

Section 4.07.     Limitation on Suits

                  No Holder of any Security of any series shall have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless

                        (1)    such Holder has previously given written notice
         to the Trustee of a continuing Event of Default with respect to the
         Securities of that series;

                        (2)    the Holders of not less than 25% in aggregate
         principal amount of the Outstanding Securities of that series shall
         have made written request to the Trustee to institute proceedings in
         respect of such Event of Default in its own name as Trustee hereunder;

                        (3)    such Holder or Holders have offered to the
         Trustee indemnity reasonably satisfactory to the Trustee against the
         costs, expenses and liabilities to be incurred in compliance with such
         request;

                        (4)    the Trustee for 60 days after its receipt of such
         notice, request and offer of indemnity has failed to institute any such
         proceeding; and

                                      -59-

<PAGE>

                  (5)   no direction inconsistent with such written request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority in aggregate principal amount of the Outstanding Securities of
         that series;

it being understood and intended that not one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

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

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

Section 4.09.     Restoration of Rights and Remedies

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

Section 4.10.     Rights and Remedies Cumulative

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 2.08, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

Section 4.11.     Delay or Omission Not Waiver

                  No delay or omission of the Trustee or of any Holder of any
Securities to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Subject to Section

                                      -60-

<PAGE>

4.07, every right and remedy given by this Article or by law to the Trustee or
to the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

Section 4.12.     Control by Holders

                  The Holders of a majority in principal amount of the
Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Securities of such series, provided that:

                        (1)    such direction shall not be in conflict with any
         rule of law or with this Indenture,

                        (2)    the Trustee may take any other action deemed
         proper by the Trustee which is not inconsistent with such direction,
         and

                        (3)    the Trustee shall have the right to decline to
         follow such direction if a Responsible Officer or Officers of the
         Trustee shall, in good faith, determine that the proceeding so directed
         would involve the Trustee in personal liability from which it has not
         been adequately indemnified.

Section 4.13.     Waiver of Past Defaults

                  The Holders of not less than a majority in principal amount of
the Outstanding Securities of any series, upon written notice to the Trustee and
the Company, may on behalf of the Holders of all the Securities of such series
waive any past default hereunder with respect to such series and its
consequences, except a default:

                        (1)    in the payment of the principal of (or premium,
         if any) or interest on any Security of such series (including any
         Security which is required to have been purchased pursuant to an Offer
         to Purchase which has been made by the Company), or

                        (2)    in respect of a covenant or provision hereof
         which under Article Eight cannot be modified or amended without the
         consent of the Holder of each Outstanding Security of such series
         affected.

                  Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

Section 4.14.     Undertaking for Costs

                  In any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, a court may

                                      -61-

<PAGE>

require any party litigant in such suit to file an undertaking to pay the costs
of such suit, and may assess costs against any such party litigant, in the
manner and to the extent provided in the Trust Indenture Act; provided that
neither this Section nor the Trust Indenture Act shall be deemed to authorize
any court to require such an undertaking or to make such an assessment in any
suit instituted by the Trustee or Holders of more than 10% in aggregate
principal amount of the outstanding Securities of any series.

Section 4.15.     Waiver of Stay, Extension or Usury Laws

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

                                   ARTICLE 5.

                                   THE TRUSTEE

Section 5.01.     Certain Duties and Responsibilities

                  The duties and responsibilities of the Trustee shall be as
provided by the Trust Indenture Act provided, however, that if an Event of
Default occurs, the Trustee shall exercise such of the rights and powers vested
in it by this Indenture, and use the same degree of care and skill in its
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs. Notwithstanding the foregoing, no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it. Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section
5.01.

Section 5.02.     Notice of Defaults

                  If a default occurs hereunder with respect to the Securities
of any series, the Trustee shall give the Holders of Securities of such series
notice of such default as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any default of the character specified in
Section 4.01(5) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof. For
the purpose of this Section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

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<PAGE>

Section 5.03.     Certain Rights of Trustee

                  Subject to the provisions of Section 5.01:

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

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

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

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

                  (e) the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to this Indenture, unless such Holders
shall have offered to the Trustee security or indemnity reasonably satisfactory
to it against the costs, expenses and liabilities which might be incurred by it
in compliance with such request or direction;

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

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

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

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<PAGE>

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

Section 5.04.     Not Responsible for Recitals or Issuance of Securities

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

Section 5.05.     May Hold Securities

                  The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 5.08 and 5.13, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent, as the case may be.

Section 5.06.     Money Held in Trust

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

Section 5.07.     Compensation and Reimbursement

                  The Company agrees:

                  (1)   to pay to the Trustee from time to time compensation for
all services rendered by it hereunder as agreed in writing between the Company
and the Trustee (which compensation shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust);

                  (2)   to reimburse the Trustee upon its request for all
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this indenture (including the compensation and
the expenses and disbursements of its agents and counsel and any other persons
not regularly in its employ), except any such expense, disbursement or advance
as may be attributable to its gross negligence or bad faith; and

                  (3)   to indemnify the Trustee, its officers, directors,
employees and agents for, and to hold it harmless against, any and all loss,
liability, damage or expense including taxes (excluding income taxes of the
Trustee) and the reasonable compensation and expenses and disbursements of its
agents and counsel and any other person not regularly in its employ, incurred
without gross negligence or bad faith on its part, directly or indirectly
arising out of or

                                      -64-

<PAGE>

in connection with the acceptance or administration of the Indenture, the
Securities, the issuance of any Securities or series of Securities or the trust
or trusts hereunder, including the costs and expenses of any litigation,
threatened or otherwise, in connection with the exercise or performance of any
of its powers or duties hereunder.

                  As security for the performance of the obligations of the
Company under this Section 5.07, the Trustee shall have a lien prior to the
Securities upon all property and funds held or collected by the Trustee as such.

                  The obligations of the Company under this Section 5.07 to
compensate and indemnify the Trustee and each predecessor Trustee and to pay or
reimburse the Trustee and each predecessor Trustee for expenses, disbursements
and advances shall constitute additional indebtedness hereunder and shall
survive the satisfaction and discharge of this Indenture or the rejection or
termination of this Indenture under bankruptcy law. Such additional indebtedness
shall be a senior claim to that of the Securities upon all property and funds
held or collected by the Trustee as such, except funds held in trust for the
benefit of the Holders of particular Securities or coupons, and the Securities
are hereby subordinated to such senior claim. If the Trustee renders services
and incurs expenses following an Event of Default under Section 4.01(8) or
Section 4.01(9) hereof, the parties hereto and the Holders by their acceptance
of the Securities hereby agree that such expenses are intended to constitute
expenses of administration under any bankruptcy law.

Section 5.08.     Disqualification; Conflicting Interests

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

Section 5.09.     Corporate Trustee Required; Eligibility

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

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<PAGE>

Section 5.10.     Resignation and Removal; Appointment of Successor

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

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

                  (c)   The Trustee may be removed at any time upon sixty (60)
days' written notice with respect to the Securities of one or more series by Act
of the Holders of a majority in principal amount of the Outstanding Securities
of such series, delivered to the Trustee and to the Company.

                  (d)   If at any time:

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

                        (2)    the Trustee shall cease to be eligible under
         Section 5.09 and shall fail to resign after written request therefor by
         the Company or by any such Holder, or

                        (3)    the Trustee shall become incapable of acting or
         shall be adjudged a bankrupt or insolvent or a receiver of the Trustee
         or of its property shall be appointed or any public officer shall take
         charge or control of the Trustee or of its property or affairs for the
         purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 4.14, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee or Trustees.

                  (e)   If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause with respect to the Securities of one or more series, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 5.11. If within

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<PAGE>

one year after such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee with respect to the Securities of such series
shall be appointed by Act of the Holders of a majority in principal amount of
the Outstanding Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of
Section 5.11, become the successor Trustee with respect to the Securities of
such series and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee with respect to the Securities of such series
shall have been so appointed by the Company or the Holders and accepted
appointment in the manner required by Section 5.11, any Holder who has been a
bona fide Holder of a Security for such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

                  (f)   The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of such
series to all Holders in the manner provided in Section 1.06. Each notice shall
include the name of the successor Trustee with respect to the Securities of such
series and the address of its Corporate Trust Office.

Section 5.11.     Acceptance of Appointment by Successor

                  In case of appointment hereunder of a successor Trustee with
respect to all Securities, every successor Trustee so appointed hereunder shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on request of
the Company or the successor Trustee, such retiring Trustee shall, upon payment
of its charges, including, without limitation, all monies due and owing to the
retiring Trustee, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

                  In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Securities
of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be

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<PAGE>

necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.

                  Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in the first or second preceding paragraph, as the case may be.

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

Section 5.12.     Merger, Conversion, Consolidation or Succession to Business

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

Section 5.13.     Preferential Collection of Claims Against Company

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

Section 5.14.     Appointment of Authenticating Agent

                  The Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to

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<PAGE>

authenticate Securities of such series issued upon original issue and upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 2.08, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

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

                  If an appointment with respect to one or more series is made
pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to or in lieu of the

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<PAGE>

Trustee's certificate of authentication, an alternative certificate of
authentication in the following form:

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

                                           Deutsche Bank Trust Company Americas,
                                           As Trustee


                                           By: _________________________________
                                                    As Authenticating Agent

                                           By: _________________________________
                                                       Authorized Officer

                                      -70-

<PAGE>

                                   ARTICLE 6.

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 6.01.     Company to Furnish Trustee Names and Addresses of Holders

                  The Company shall furnish or cause to be furnished to the
Trustee

                  (a) not more than 15 days after each Regular Record Date for
Securities of each series, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Securities of such series
as of the preceding Regular Record Date, and

                  (b) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

Section 6.02.     Preservation of Information; Communications to Holders

                  (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 6.01. The Trustee
may destroy any list furnished to it as provided in Section 6.01 upon receipt of
a new list so furnished.

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

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

Section 6.03.     Reports by Trustee

                  (a) On February 11/th/ of each year, commencing on February
11, 2004, the Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

                  (b) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which any Securities are listed,

                                      -71-

<PAGE>

with the Commission and with the Company. The Company will notify the Trustee in
writing when any Securities are listed on any stock exchange.

Section 6.04.     Reports by Company

                  The Company shall file with the Trustee and the Commission,
and transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to the Trust Indenture Act; provided
that any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed
with the Trustee within 15 days after the same is so required to be filed with
the Commission.

                                   ARTICLE 7.

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 7.01.     Company May Consolidate, Etc., Only on Certain Terms

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

                  (a)   the Surviving Person is a corporation organized and
existing under the laws of the United States, any state thereof or the District
of Columbia;

                  (b)   the Surviving Person (if other than the Company) assumes
by supplemental indenture in a form reasonably satisfactory to the Trustee all
the obligations of the Company under the Securities and this Indenture;

                  (c)   at the time of and immediately after such transaction no
Default or Event of Default shall have occurred and be continuing;

                  (d)   except with respect to a merger of the Company with or
into Premcor USA that does not result in a Rating Decline with respect to any
series of Securities, after giving pro forma effect to the transaction either
(1) the Surviving Person would be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Consolidated Operating Cash Flow Ratio
test set forth in Section 9.10 hereof or (2) the Consolidated Operating Cash
Flow Ratio of the Surviving Person would be no less than such ratio for the
Company immediately prior to the transaction; and

                  (e)   the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture comply
with this Article and that all conditions precedent herein provided for relating
to such transaction have been complied with.

                                      -72-

<PAGE>

Section 7.02.     Successor Substituted

                  Upon any consolidation of the Company with, or merger of the
Company into, any other Person or any conveyance, transfer, lease or other
disposition of the properties and assets of the Company substantially as an
entirety in accordance with Section 7.01, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer, lease or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities; provided, however, that the predecessor Company
shall not be relieved from the obligation to pay principal of and interest on
the Securities, except in the case of a transfer, conveyance, sale or other
disposition (excluding by lease) of all of the Company's assets that meets the
requirements of Section 7.01 hereof.

                                   ARTICLE 8.

                             SUPPLEMENTAL INDENTURES

Section 8.01.     Supplemental Indentures Without Consent of Holders

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

                  (1)   to evidence the succession of another Person to the
Company and the assumption by any such successor of the covenants of the Company
herein and in the Securities; or

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

                  (3)   to add any additional Events of Default; or

                  (4)   to secure the Securities; or

                  (5)   to establish the form or terms of Securities of any
series as permitted by Sections 2.01 and 2.02; or

                  (6)   to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the Securities of
one or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the

                                      -73-

<PAGE>

administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 5.11; or;

                  (7)   to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision herein, or
to make any other provisions with respect to matters or questions arising under
this Indenture, provided that such action pursuant to this clause (7) shall not
adversely affect the interests of the Holders of Securities of any series in any
material respect; or

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

                  (9)   to add to, change or eliminate any of the provisions of
this Indenture in respect of one or more series of Securities, provided that any
such addition, change or elimination shall neither (i) apply to any Security of
any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (ii) modify the rights of the
Holder of any such Security with respect to such provision.

Section 8.02.     Supplemental Indentures with Consent of Holders

                  With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

                  (1)   change the Stated Maturity of the principal of, or any
installment of interest on, any Security;

                  (2)   reduce the principal amount of (or the premium), or
interest, including Special Interest, on, any Securities;

                  (3)   reduce the amount of the principal of an Original Issue
Discount Security or any other Security which would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 4.02;

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

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

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<PAGE>

                  (6)   reduce the above-stated percentage of Outstanding
Securities necessary to modify or amend the Indenture;

                  (7)   reduce the percentage of aggregate principal amount of
Outstanding Securities of any series necessary for waiver of compliance of
certain covenants, as set forth in Section 4.13 or 9.16 hereof; or

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

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

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

Section 8.03.     Execution of Supplemental Indentures

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

Section 8.04.     Effect of Supplemental Indentures

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

Section 8.05.     Conformity with Trust Indenture Act

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

                                      -75-

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Section 8.06.     Reference in Securities to Supplemental Indentures

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

Section 8.07.     Notice of Supplemental Indentures

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

                                   ARTICLE 9.

                                    COVENANTS

Section 9.01.     Payment of Principal, Premium and Interest

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

Section 9.02.     Maintenance of Office or Agency

                  The Company shall maintain an office or agency in each Place
of Payment for any series of Securities where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company initially appoints the Trustee as
Paying Agent and Security Registrar. The Company shall give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company terminates the appointment of a
Paying Agent or Security Registrar or otherwise shall fail to maintain any such
required office or agency, the Company shall use its reasonable best efforts to
appoint a successor Paying Agent or Security Registrar reasonably acceptable to
the Trustee. If the Company fails to maintain a Paying Agent or Security
Registrar, the Trustee shall act as such, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands. The Company shall forward copies of all presentations, surrenders,
notices and demands to the Trustee promptly upon their receipt.

                                      -76-

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

Section 9.03.     Money for Securities Payments to Be Held in Trust

                  If the Company shall at any time act as its own Paying Agent
with respect to any series of Securities, it shall, on or prior to 11:00 a.m.
(New York City time) on each due date of the principal of or any premium or
interest on any of the Securities of that series, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient to pay the
principal and any premium and interest so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and shall
promptly notify the Trustee of its action or failure so to act.

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

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

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

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of or any
premium or interest, including Special Interest, on any Security of any series
and remaining unclaimed for two years after such principal, premium or interest,
including Special Interest, has become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company) shall be discharged

                                      -77-

<PAGE>

from such trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the Borough of
Manhattan, City of New York, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Company.

Section 9.04.     Statement by Officers as to Default

                  (a)   The Company shall deliver to the Trustee, within 120
days after the end of each fiscal year of the Company, an Officers' Certificate
stating that a review of the activities of the Company and its Subsidiaries
during the preceding fiscal year has been made under the supervision of the
signing officers with a view to determining whether the Company has kept,
observed, performed and fulfilled its obligations under this Indenture, and
further stating, as to each such officer signing such certificate, that to the
best of such officer's knowledge the Company has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in
default in the performance or observance of any of the terms, provisions and
conditions hereof (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which such officer may have
knowledge and what action the Company is taking or proposes to take with respect
thereto) and that to the best of such officers' knowledge no event has occurred
and remains in existence by reason of which payments on account of the principal
of (and premium, if any) or interest, including Special Interest, if any, on the
Securities of any series are prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.

                  (b)   So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, the
financial statements delivered pursuant to Section 9.06 shall be accompanied by
a written statement of the Company's independent public accountants (who shall
be a firm of established national reputation) that in making the examination
necessary for certification of such financial statements nothing has come to
their attention which would lead them to believe that the Company has violated
any provisions of Articles Seven or Nine of this Indenture or, if any such
violation has occurred, specifying the nature and period of existence thereof,
it being understood that such accountants shall not be liable directly or
indirectly to any Person for any failure to obtain knowledge of any such
violation.

                  (c)   The Company shall, so long as any of the Securities are
outstanding, deliver to the Trustee, forthwith upon any officer becoming aware
of (i) any default or Event of Default or (ii) any event of default under any
other mortgage, indenture or instrument as

                                      -78-

<PAGE>

described in Section 4.01(6), an Officers' Certificate specifying such default,
Event of Default or event of default and what action the Company is taking or
proposes to take with respect thereto.

Section 9.05.     Existence

                  Subject to Article 7, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the board of directors of the Company shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
that the loss thereof is not disadvantageous in any material respect to the
Holders.

Section 9.06.     Provision of Financial Information

                  So long as Securities of any series are outstanding, whether
or not the Company is required to be subject to Section 13(a) or 15(d) of the
Exchange Act, or any successor provision thereto, the Company shall file with
the Commission the annual reports, quarterly reports and other documents
(including a "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and, with respect to the annual information only, a
report thereon by the Company's certified independent accountants) which the
Company would have been required to file with the Commission pursuant to such
Section 13(a) or 15(d) or any successor provision thereto if the Company were so
required, such documents to be filed with the Commission on or prior to the
respective dates (the "Required Filing Dates") by which the Company would have
been required so to file such documents if the Company were so required. The
Company shall also in any event (a) within 15 days of each Required Filing Date
(i) transmit by mail to all Holders of Securities, as their names and addresses
appear in the Security Register, without cost to such Holders, and (ii) file
with the Trustee, in each case, copies of the annual reports, quarterly reports
and other documents which the Company would have been required to file with the
Commission pursuant to Section 13(a) or 15(d) of the Exchange Act or any
successor provisions thereto if the Company were required to be subject to such
Sections and (b) if filing such documents by the Company with the Commission is
not permitted under the Exchange Act, promptly upon written request supply
copies of such documents to any prospective Holder of Securities. In addition,
the Company shall, for so long as any Securities of any series remain
outstanding, furnish to all Holders of Securities and to prospective investors,
upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.

Section 9.07.     Limitation on Restricted Payments

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, make any Restricted Payment,
unless (i) at the time of and immediately after giving effect to the proposed
Restricted Payment, no Default or Event of Default with respect to any series of
Securities shall have occurred and be continuing, or would occur as a
consequence thereof, (ii) the Company would be permitted to incur at least $1.00
of additional Indebtedness pursuant to the Consolidated Operating Cash Flow
Ratio test set forth in Section 9.10, and (iii) at the time of and immediately
after giving effect to the proposed Restricted

                                      -79-

<PAGE>

Payment (the value of any such payment if other than cash, as determined in good
faith by the board of directors of the Company and evidenced by a Board
Resolution), the aggregate amount of all Restricted Payments (including
Restricted Payments permitted by clauses (b) and (e) of the next succeeding
paragraph and excluding the other Restricted Payments permitted by such
paragraph) declared or made subsequent to April 1, 1998 shall not exceed the sum
of (a) 50% of the aggregate Consolidated Net Operating Income (or, if such
aggregate Consolidated Net Operating Income is a deficit, minus 100% of such
deficit) of the Company for the period (taken as one accounting period) from
April 1, 1998 to the end of the Company's most recently ended fiscal quarter for
which internal financial statements are available at the time of such Restricted
Payment 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 since April 1, 1998, from any Person other than a Subsidiary of
the Company as a result of the issuance of Capital Stock (other than any
Disqualified Capital Stock) of the Company including such Capital Stock issued
upon conversion of Indebtedness or upon exercise of warrants and any
contributions to the capital of the Company (other than Excluded Contributions)
received by the Company from any such Person plus (c) to the extent that any
Restricted Investment that was made after April 1, 1998, is sold for cash or
otherwise liquidated or repaid for cash, the cash return of capital with respect
to such Restricted Investment (less the cost of disposition, if any). For
purposes of any calculation pursuant to the preceding sentence which is required
to be made within 60 days after the declaration of a dividend by the Company,
such dividend shall be deemed to be paid at the date of declaration.

                  The foregoing provisions of this covenant shall not be
violated with respect to any series of Securities by reason of

                  (a)   the payment of any dividends or distributions payable
solely in shares of the Company's Capital Stock (other than Disqualified Capital
Stock) or in options, warrants or other rights to acquire the Company's Capital
Stock (other than Disqualified Capital Stock);

                  (b)   the payment of any dividend within 60 days after the
date of declaration thereof if, at such date of declaration, such payment
complied with the provisions described above;

                  (c)   the retirement of any shares of the Company's Capital
Stock in exchange for, or out of the proceeds of, the substantially concurrent
sale (other than to a Subsidiary of the Company) of, other shares of its Capital
Stock (other than Disqualified Capital Stock) or options, warrants or other
rights to purchase the Company's Capital Stock (other than Disqualified Capital
Stock) and the declaration and payment of dividends on such new Capital Stock in
an aggregate amount no greater than the amount of dividends declarable and
payable on such retired Capital Stock immediately prior to such retirement;

                  (d)   other Restricted Payments in an aggregate amount not to
exceed $50 million;

                                      -80-

<PAGE>

                  (e)      the making of any payment in redemption of Capital
Stock of the Company, Premcor USA or Premcor Inc. or options to purchase such
Capital Stock granted to officers or employees of the Company, Premcor USA or
Premcor Inc. pursuant to any stock option, stock purchase or other stock plan
approved by the board of directors of the Company, Premcor USA or Premcor Inc.
in connection with the severance or termination of officers or employees not to
exceed $8 million per annum or the payment of cash dividends or the making of
loans or advances to Premcor USA or Premcor Inc. to permit it to make such
payments;

                  (f)      the declaration and payment of dividends to holders
of any class or series of preferred stock of the Company and its Restricted
Subsidiaries issued in accordance with Section 9.10;

                  (g)      the payment of dividends or the making of loans or
advances by the Company to Premcor USA in an amount not to exceed $2 million in
any fiscal year for costs and expenses incurred by Premcor USA in its capacity
as a holding company or for services rendered to the Company;

                  (h)      Restricted Investments not to exceed at any one time
an aggregate of $75 million; and

                  (i)      Restricted Investments made with Excluded
Contributions.

                  The board of directors of the Company may designate any
Restricted Subsidiary to be an Unrestricted Subsidiary if such designation would
not cause a Default or Event of Default with respect to any series of
Securities. For purposes of making such determination, all outstanding
Investments by the Company and its Restricted Subsidiaries (except to the extent
repaid in cash) in the Subsidiary so designated shall be deemed to be Restricted
Payments at the time of such designation and shall reduce the amount available
for Restricted Payments under the first paragraph of this Section 9.07. All such
outstanding Investments shall be deemed to constitute Investments in an amount
equal to the greatest of (x) the net book value of such Investments at the time
of such designation, (y) the fair market value of such Investments at the time
of such designation, and (z) the original fair market value of such Investments
at the time they were made. Such designation shall only be permitted if such
Restricted Payment would be permitted at such time and if such Restricted
Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

                  For purposes of this covenant, any payment made on or after
April 1, 1998 but prior to the Issue Date shall be deemed to be a "Restricted
Payment" to the extent such payment would have been a Restricted Payment had the
Indenture been in effect at the time of such payment (and, to the extent that
any such Restricted Payment was permitted by clauses (a) through (i) above, such
Restricted Payment may be deemed by the Company to have been made pursuant to
such clause).

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<PAGE>

Section 9.08.     Limitation on Dividend and Other Payment Restrictions
Affecting Restricted Subsidiaries

                  The Company shall not, and shall not permit any Restricted
Subsidiary of the Company (other than a Securitization Special Purpose Entity)
to, create or otherwise cause or suffer to exist or become effective, any
consensual encumbrance or restriction which, by its terms, restricts the ability
of any Restricted Subsidiary of the Company (other than a Securitization Special
Purpose Entity) to (i) pay dividends or make any other distributions on any such
Restricted Subsidiary's Capital Stock or pay any Indebtedness owed to the
Company or any Restricted Subsidiary of the Company, (ii) make any loans or
advances to the Company or any Restricted Subsidiary of the Company, or (iii)
transfer any of its property or assets to the Company or any Restricted
Subsidiary of the Company, except for, in the case of clauses (i), (ii) and
(iii) above, any restrictions (a) existing under this Indenture and any
restrictions existing on the Issue Date pursuant to any agreement relating to
Existing Indebtedness of the Company or any Restricted Subsidiary, (b) pursuant
to an agreement relating to Indebtedness incurred by such Restricted Subsidiary
prior to the date on which such Restricted Subsidiary was acquired by the
Company and outstanding on such date and not incurred in anticipation of
becoming a Restricted Subsidiary, (c) imposed by virtue of applicable corporate
law or regulation and relating solely to the payment of dividends or
distributions to stockholders, (d) with respect to restrictions of the nature
described in clause (iii) above, included in a contract entered into in the
ordinary course of business and consistent with past practices that contains
provisions restricting the assignment of such contract, (e) pursuant to an
agreement effecting a renewal, extension, refinancing, refunding or replacement
of Indebtedness referred to in (a) or (b) above; provided, however, that the
provisions contained in such renewal, extension, refinancing, refunding or
replacement agreement relating to such encumbrance or restriction, taken as a
whole, are not materially more restrictive than the provisions contained in the
agreement the subject thereof, as determined in good faith by the board of
directors of the Company, or (f) which shall not in the aggregate cause the
Company not to have the funds necessary to pay the principal of, premium, if
any, or interest, including Special Interest, on the Securities of any series at
their Stated Maturity.

Section 9.09.     Limitation on Transactions with Shareholders and Affiliates

                  The Company shall not, and shall not permit any Restricted
Subsidiary of the Company to, directly or indirectly, conduct any business or
enter into any transaction or series of similar transactions (including, without
limitation, the purchase, sale, transfer, lease or exchange of any property or
the rendering of any service) with (i) any direct or indirect holder of more
than 5% of any class of Capital Stock of the Company or of any Restricted
Subsidiary of the Company (other than transactions between or among the Company
and/or its Restricted Subsidiaries) or (ii) any Affiliate of the Company (other
than transactions between or among the Company and/or its Restricted
Subsidiaries) (each of the foregoing, a "Shareholder/Affiliate Transaction")
unless the terms of such business, transaction or series of transactions are as
favorable to the Company or such Restricted Subsidiary in all material respects
as terms that would be obtainable at the time for a comparable transaction or
series of similar transactions in arm's-length dealings with a Person which is
not such a stockholder or Affiliate and, if such transaction or series of
transactions involves payment for services of such a stockholder or

                                      -82-

<PAGE>

Affiliate, (x) for amounts greater than $10 million and less than $25 million
per annum, the Company shall deliver an Officers' Certificate to the Trustee
certifying that such Shareholder/Affiliate Transaction complies with this clause
(ii) or (y) for amounts equal to or greater than $25 million per annum, then (A)
a majority of the disinterested members of the board of directors of the Company
shall in good faith determine that such payments are fair consideration for the
services performed or to be performed (evidenced by a Board Resolution) or (B)
the Company must receive a favorable opinion from a nationally recognized
investment banking firm chosen by the Company or, if no such investment banking
firm is in a position to provide such opinion, a similar firm chosen by the
Company (having expertise in the specific area which is the subject of the
opinion), that such payments are fair consideration for the services performed
or to be performed (a copy of which shall be delivered to the Trustee); provided
that the foregoing requirements shall not apply to (i) Shareholder/Affiliate
Transactions involving the purchase or sale of crude oil, vacuum tower bottoms,
refined products or other inventory, so long as (y) in the case of such
transactions involving crude oil, such transactions are priced in line with the
market price of a crude benchmark and (z) the pricing of each of such
transactions are equivalent to the pricing of comparable transactions with
unrelated third parties; (ii) Restricted Payments permitted by the provisions of
this Indenture described in Section 9.07; (iii) payment of annual management,
consulting, monitoring and advisory fees and related expenses to Blackstone and
its Affiliates; (iv) payment of reasonable and customary fees paid to, and
indemnity provided on behalf of, officers, directors, employees or consultants
of the Company or any Restricted Subsidiary; (v) payments by the Company or any
of its Restricted Subsidiaries to Blackstone and its Affiliates made for any
financial advisory, financing, underwriting or placement services or in respect
of other investment banking activities, including, without limitation, in
connection with acquisitions or divestitures, which payments are approved by a
majority of the board of directors of the Company in good faith; (vi) payments
or loans to employees or consultants which are approved by a majority of the
board of directors of the Company in good faith; (vii) any agreement in effect
on the Issue Date and any amendment thereto (so long as any such amendment is
not disadvantageous to the holders of the Securities in any material respect) or
any transaction contemplated thereby; or (viii) any stockholder agreement or
registration rights agreement to which the Company is a party on the Issue Date
and any similar agreements which it may enter into thereafter; provided that the
performance by the Company or any of its Restricted Subsidiaries of obligations
under any future amendment or under such a similar agreement entered into after
the Issue Date shall only be permitted by this clause (viii) to the extent that
the terms of any such amendment or new agreement are not disadvantageous to the
holders of the Securities in any material respect.

Section 9.10.     Limitation on Indebtedness

                  The Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, incur any Indebtedness (including
Acquired Debt) other than (i) the Securities and the obligations outstanding on
the Issue Date under the Amended and Restated Term Loan Agreement, and (ii)
Permitted Indebtedness, unless after giving effect to the incurrence of such
Indebtedness and the receipt and application of the proceeds therefrom, the
Company's Consolidated Operating Cash Flow Ratio is greater than 2 to 1.
Notwithstanding the foregoing, the Company's Unrestricted Subsidiaries may incur
Non-Recourse Debt; provided, however, that

                                      -83-

<PAGE>

if any such Indebtedness ceases to be Non-Recourse Debt of an Unrestricted
Subsidiary, such event shall be deemed to constitute an incurrence of
Indebtedness by a Restricted Subsidiary of the Company.

Section 9.11.     Limitation on Issuance of Guarantees of Indebtedness

                  The Company shall not permit any Restricted Subsidiary,
directly or indirectly, to guarantee or secure the payment of any Indebtedness
of the Company 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 Securities by such Restricted Subsidiary
(other than the grant of security interests in cash and cash equivalents,
receivables and product inventories to secure obligations under the Credit
Agreement). If the Indebtedness to be guaranteed is subordinated to the
Securities of any series, the guarantee or security of such Indebtedness shall
be subordinated to the guarantee or security of the Securities of such series to
the same extent as the Indebtedness to be guaranteed is subordinated to the
Securities of such series. Notwithstanding the foregoing, any such guarantee or
security by a Restricted Subsidiary of the Securities of any series shall
provide by its terms that it shall be automatically and unconditionally released
and discharged upon either (i) 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, or (ii) any sale, exchange
or transfer, to any Person not an Affiliate of the Company, of all of the
Company's Capital Stock in, or all or substantially all the assets of, such
Restricted Subsidiary, which sale, exchange or transfer is made in compliance
with the applicable provision of this Indenture.

Section 9.12.     Limitation on Liens

                  The Company shall not, directly or indirectly, create, incur,
assume or suffer to exist any Lien on any asset now owned or hereafter acquired,
or on any income or profits therefrom, or assign or convey any right to receive
income therefrom to secure any Indebtedness which is pari passu with or
subordinate in right of payment to Securities of any series (in each case except
for Permitted Liens), unless such Securities are secured equally and ratably
simultaneously with or prior to the creation, incurrence or assumption of such
Lien for so long as such Lien exists; provided, that in any case involving a
Lien securing Indebtedness which is subordinated in right of payment to the
Securities of any series, such Lien is subordinated to the Lien securing such
Securities to the same extent that such subordinated debt is subordinated to
such Securities.

Section 9.13.     Limitation on Certain Asset Dispositions

                  The Company shall not, and shall not permit any Restricted
Subsidiary of the Company to, make any Asset Disposition unless (i) the Company
or such Restricted Subsidiary receives consideration at the time of such
disposition (or, in the case of a lease, over the term of such lease) at least
equal to the fair market value of the shares or assets disposed of (which shall
be as determined in good faith by the Company), and (ii) at least 75% of the
consideration for such disposition consists of cash or Cash Equivalents;
provided that the following shall be deemed to be cash for purposes of this
covenant: (1) the amount of any liabilities (as shown on

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<PAGE>

the Company's or such Restricted Subsidiary's most recent balance sheet or in
the notes thereto) of the Company or such Restricted Subsidiary (other than
liabilities that are by their terms subordinated to the Securities) that are
assumed by the transferee of any such assets; and (2) any notes or other
obligations received by the Company or such Restricted Subsidiary from a
transferee that are converted by the Company or such Restricted Subsidiary into
cash within 180 days after such Asset Disposition; provided, further, that the
75% limitation referred to above in clause (ii) shall not apply to (x) any
disposition of assets in which the cash portion of such consideration received
therefor on an after-tax basis, determined in accordance with the foregoing
proviso, is equal to or greater than what the after-tax net proceeds would have
been had such transaction complied with the aforementioned 75% limitation, (y)
any disposition of assets (other than the Port Arthur refinery) in exchange for
assets of comparable fair market value related to the Principal Business of the
Company, provided that in any such exchange of assets of the Company or a
Restricted Subsidiary with a fair market value in excess of $20 million
occurring when Blackstone fails to hold, directly or indirectly, 30% or more of
the total voting power of all classes of stock of the Company, the Company shall
obtain an opinion or report from a nationally recognized investment banking
firm, valuation expert or accounting firm confirming that the assets received by
the Company and such Restricted Subsidiary in such exchange have a fair market
value at least equal to the assets so exchanged or (z) any disposition of
Securitization Program Assets to any Securitization Special Purpose Entity in
exchange for Indebtedness of, procurement of letters of credit and similar
instruments by, or equity or other interests in, such Securitization Special
Purpose Entity.

                  Within 360 days of the later of (a) the receipt of the Net
Available Proceeds and (b) the date of such Asset Disposition, the Company may
elect to (i) apply the Net Available Proceeds from such Asset Disposition to
permanently redeem or repay Indebtedness of the Company or any Restricted
Subsidiary, other than Indebtedness of the Company which is subordinated to the
Securities, or (ii) apply the Net Available Proceeds from such Asset Disposition
to invest in assets related to the Principal Business of the Company or Capital
Stock of any Person primarily engaged in the Principal Business if, as a result
of such acquisition, such Person becomes a Restricted Subsidiary. Pending the
final application of any such Net Available Proceeds, the Company may
temporarily invest such Net Available Proceeds in any manner permitted by this
Indenture. Any Net Available Proceeds from an Asset Disposition not applied or
invested as provided in the first or second sentence of this paragraph shall be
deemed to constitute "Excess Proceeds."

                  As soon as practical, but in no event later than 10 Business
Days after any date (an "Asset Disposition Trigger Date") that the aggregate
amount of Excess Proceeds exceeds $25 million, the Company shall commence an
Offer to Purchase (as described in Section 10.08) to purchase the maximum
principal amount of Securities that may be purchased out of the Excess Proceeds
and to purchase or prepay the maximum amount of other Indebtedness of Premcor
USA or the Company having similar rights to be so prepaid or purchased out of
such Excess Proceeds, in each case at an offer price in cash in an amount equal
to 100% of the principal amount thereof, plus accrued and unpaid interest,
including Special Interest, to the date of purchase. To the extent that any
Excess Proceeds remain after completion of an Offer to

                                      -85-

<PAGE>

Purchase, the Company may use the remaining amount for general corporate
purposes. Upon completion of such Offer to Purchase, the amount of Excess
Proceeds shall be reset to zero.

Section 9.14.     Restrictions on Secured Indebtedness

                  The following provision shall apply with respect to any series
of Securities only upon and after the occurrence of an Investment Grade Rating
Event of that series. If the Company shall incur, issue, assume or guarantee any
Indebtedness secured by a Lien on any Principal Property of the Company or on
any share of stock or Indebtedness of any Restricted Subsidiary (other than a
Securitization Special Purpose Entity), the Company shall secure the Securities
of each series equally and ratably with (or, at the Company's option, prior to)
such secured Indebtedness so long as such Indebtedness shall be so secured,
unless the aggregate amount of all such secured Indebtedness, together with all
Attributable Indebtedness of the Company with respect to any sale and leaseback
transactions involving Principal Properties (with the exception of such
transactions which are excluded as described in clauses (i) through (v) in
Section 9.15 below), would not exceed 10% of Consolidated Net Tangible Assets.
The above restriction does not apply to, and there shall be excluded from
secured Indebtedness in any computation under such restriction, Indebtedness
secured by: (i) Liens on property of, or on any share of stock or Indebtedness
of, any corporation existing at the time such corporation becomes a Restricted
Subsidiary and Liens on any property acquired from a corporation which is merged
with or into the Company or a Subsidiary; (ii) Liens in favor of the Company;
(iii) Liens in favor of governmental bodies to secure progress, advance or other
payments; (iv) Liens upon any property acquired after the date of this
Indenture, securing the purchase price thereof or created or incurred
simultaneously with (or within 270 days after) such acquisition to finance the
acquisition of such property or existing on such property at the time of such
acquisition, or Liens on improvements after such date, in each case subject to
certain conditions and provided that the principal amount of the obligation or
indebtedness secured by such Lien shall not exceed 100% of the cost or fair
value (as determined in good faith by the Company), whichever shall be lower, of
the property at the time of the acquisition, construction or improvement
thereof; (v) Liens securing industrial revenue or pollution control bonds; (vi)
Liens arising out of any final judgment for the payment of money aggregating not
in excess of $25 million which remains unstayed, in effect and unpaid for a
period of 60 consecutive days or Liens arising out of any judgments which are
being contested in good faith; (vii) Permitted Liens in existence on the date of
the Investment Grade Rating Event; (viii) Liens to secure obligations arising
from time to time under the Credit Agreement, including Guaranties thereof, and
Interest Swap Obligations owed by the Company or a Subsidiary to any lender
under the Credit Agreement or an affiliate of any such lender; or (ix) any
extension, renewal, or replacement of any Lien referred to in the foregoing
clauses (i) through (viii) inclusive.

Section 9.15.     Restrictions on Sales and Leasebacks

                  The following provision shall apply with respect to any series
of Securities only upon and after the occurrence of an Investment Grade Rating
Event of that series. The Company may not enter into any sale and leaseback
transaction involving any Principal Property, unless the aggregate amount of all
Attributable Indebtedness of the Company with respect to such

                                      -86-

<PAGE>

transaction plus all secured Indebtedness (with the exception of secured
Indebtedness which is excluded as described in clauses (i) through (ix) in
Section 9.14 above) would not exceed 10% of Consolidated Net Tangible Assets.
This restriction does not apply to, and there shall be excluded from
Attributable Indebtedness in any computation under such restriction, any sale
and 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 Indebtedness of the Company or a Restricted Subsidiary, or to the
purchase of other property which shall constitute a Principal Property, an
amount not less than the greater of (1) the net proceeds of the sale of the
Principal Property leased or (2) the fair market value (as determined by the
Company in good faith) of the Principal Property leased. The amount to be
applied to the retirement of Indebtedness shall be reduced by (x) the principal
amount of any debentures or notes (including the Securities) of the Company or a
Restricted Subsidiary surrendered within 270 days after such sale to the trustee
for retirement and cancellation, (y) the principal amount of Indebtedness, other
than the items referred to in the preceding clause (x), voluntarily retired by
the Company or a Restricted Subsidiary within 270 days after such sale and (z)
associated transaction expenses.

Section 9.16.     Waiver of Certain Covenants

                  The Company may omit in any particular instance to comply with
any term, provision or condition set forth in Sections 9.06 to 9.15, inclusive,
with respect to the Securities of any series if before the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect; provided, however, with respect to an Offer to
Purchase as to which an offer has been mailed, no such waiver may be made or
shall be effective against any Holder of Securities of any series tendering
Securities of such series pursuant to such Offer to Purchase, and the Company
may not omit to comply with the terms of such Offer to Purchase as to such
Holder.

Section 9.17.     Effect of Investment Grade Rating

                  Notwithstanding the foregoing, upon the occurrence of an
Investment Grade Rating Event with respect to any series of Securities, Sections
7.01(d), 9.07, 9.08, 9.09, 9.10, 9.12 and 9.13 shall be of no further force or
effect and shall cease to apply to the Company and, in lieu thereof, Sections
9.14 and 9.15 shall take effect with respect to such series of Securities.

                                      -87-

<PAGE>

                                  ARTICLE 10.

                            REDEMPTION OF SECURITIES

Section 10.01.    Applicability of Article

                  Securities of any series which are redeemable before their
Stated Maturity shall be redeemable in accordance with their terms and (except
as otherwise specified as contemplated by Section 2.02 for such Securities) in
accordance with this Article.

Section 10.02.    Election to Redeem; Notice to Trustee

                  The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution (or in a manner specified as contemplated by
Section 2.02 for such Securities), which Board Resolution shall be delivered to
the Trustee at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee). In case of any
redemption at the election of the Company of less than all the Securities of any
series, the Company shall notify the Trustee in writing of such Redemption Date
and of the principal amount of Securities of any series to be redeemed upon
delivery of the Board Resolution related to such redemption.

Section 10.03.    Selection by Trustee of Securities to Be Redeemed

                  If less than all the Securities of any series are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by lot or by
such method as the Trustee shall deem fair and appropriate (and in a manner that
complies with applicable legal and securities exchange requirements, if any) and
which may provide for the selection for redemption of portions (equal to $1,000
or any integral multiple thereof) of the principal amount of Securities of a
denomination larger than $1,000.

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

                  In the event that the Company is required to make an Offer to
Purchase pursuant to Sections 10.08 or 9.13 and the amount available for such
Offer to Purchase is not an integral multiple of $1,000, the Trustee shall
promptly refund to the Company any remaining excess proceeds, which shall be
less than $1,000.

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

                                      -88-

<PAGE>

Section 10.04.    Notice of Redemption

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

                  All notices of redemption shall state:

                  (1)      the Redemption Date,

                  (2)      the Redemption Price, plus accrued interest, if any,

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

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

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

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

                  (7)      that the redemption is for a sinking fund, if such is
the case,

                  (8)      if any of the Securities are being redeemed in part,
that on or after the redemption date a new Security in principal amount equal to
the unredeemed portion thereof will be issued,

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

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

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

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

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<PAGE>

Section 10.05.    Deposit of Redemption Price

                  Prior to 11:00 a.m. New York City time on any Redemption Date,
the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 9.03) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.

Section 10.06.    Securities Payable on Redemption Date

                  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall not bear interest. Upon surrender of any
such Security for redemption in accordance with such notice, such Security shall
be paid by the Company at the Redemption Price together with accrued interest to
the Redemption Date; provided, however, that, unless specified as contemplated
by Section 2.02, installments of interest whose Stated Maturity is on or prior
to the Redemption Date shall be payable to the Holders of such Securities, or
one or more Predecessor Securities, registered as such at the close of business
on the relevant Record Dates according to their terms and the provisions of
Section 2.11.

                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

Section 10.07.    Securities Redeemed in Part

                  Any Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing), and the Company shall execute, and
the Trustee shall authenticate and deliver to the Holder of such Security
without service charge, a new Security or Securities of the same series and of
like tenor, of any authorized denomination as requested by such Holder, in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.

Section 10.08.    Offer to Purchase

                  Within 30 days following a Change of Control resulting in a
Rating Decline with respect to any series of Securities and on any Asset
Disposition Trigger Date, the Company shall mail to each holder of Securities of
such series, in the case of a Change of Control, or to each Holder of
Securities, in the case of an Asset Disposition, at such holder's registered
address, a notice stating: (i) that an "Offer to Purchase" is being made as a
result of a Change of Control or one or more Asset Dispositions, the length of
time the Offer to Purchase shall remain open, and

                                      -90-

<PAGE>

the maximum aggregate principal amount of Securities of such series (if
applicable) that shall be accepted for payment pursuant to such Offer to
Purchase, (ii) the purchase price, the amount of accrued and unpaid interest
(including Special Interest) as of the purchase date, and the purchase date (the
"Purchase Date"), (iii) in the case of a Change of Control, the circumstances
and material facts regarding such Change of Control, to the extent known to the
Company (including, but not limited to, information with respect to pro forma
and historical financial information after giving effect to such Change of
Control, and information regarding the Person or Persons acquiring control) and
(iv) such other information required by this Indenture and applicable laws and
regulations.

                  On the Purchase Date for any Offer to Purchase, the Company
shall (1) in the case of an Offer to Purchase resulting from a Change of
Control, accept for payment all Securities of such series tendered pursuant to
such Offer to Purchase and, in the case of an Offer to Purchase resulting from
one or more Asset Dispositions, accept for payment the maximum principal amount
of Securities tendered pursuant to such Offer to Purchase that can be purchased
out of Excess Proceeds from such Asset Dispositions, which amount shall equal
the product of (a) the amount of such Excess Proceeds and (b) a fraction whose
numerator is the aggregate amount of all obligations owing under Securities
tendered pursuant to such offering and whose denominator is the sum of the
aggregate amount of all obligations owing under Securities tendered pursuant to
such offering and the aggregate amount of all obligations owing under other
Indebtedness of Premcor USA or the Company tendered pursuant to similar rights
to prepayment or repurchase, (2) deposit with the Paying Agent the aggregate
purchase price of all Securities accepted for payment and any accrued and unpaid
interest, including Special Interest, on such Securities as of the Purchase
Date, and (3) deliver or cause to be delivered to the Trustee all Securities
tendered pursuant to the Offer to Purchase. If less than all Securities tendered
pursuant to any Offer to Purchase are accepted for payment by the Company for
any reason, selection of the Securities to be purchased shall be in compliance
with the requirements of the principal national securities exchange, if any, on
which the Securities are listed or, if the Securities are not so listed, by lot
or by such method as the Trustee shall deem fair and appropriate; provided that
Securities accepted for payment in part shall only be purchased in integral
multiples of $1,000. The Paying Agent shall promptly mail to each holder of
Securities accepted for payment an amount equal to the purchase price for such
Securities plus any accrued and unpaid interest, including Special Interest
thereon, the Trustee shall promptly authenticate and mail to such holder of
Securities accepted for payment in part new Securities equal in principal amount
to any unpurchased portion of the Securities, and any Securities not accepted
for payment in whole or in part shall be promptly returned to the holder
thereof. On and after a Purchase Date, interest shall cease to accrue on the
Securities accepted for payment. The Company shall announce the results of the
Offer to Purchase to holders of the Securities on or as soon as practicable
after the Purchase Date.

                  The Company shall comply with all applicable requirements of
Rule 14e-1 under the Exchange Act and all other applicable securities laws and
regulations thereunder, to the extent applicable, in connection with any Offer
to Purchase.

                                      -91-

<PAGE>

                  Other than as specifically provided in this Section 10.08, any
purchase pursuant to this Section 10.08 shall be made pursuant to the provisions
of Sections 10.01 through 10.07 hereof.

                                   ARTICLE 11.

                                  SINKING FUNDS

Section 11.01.    Applicability of Article

                  The provisions of this Article shall be applicable to any
sinking fund for the retirement of Securities of any series except as otherwise
specified as contemplated by Section 2.02 for such Securities.

                  The minimum amount of any sinking fund payment provided for by
the terms of any Securities is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of such Securities is herein referred to as an "optional sinking fund
payment". If provided for by the terms of any Securities, the cash amount of any
sinking fund payment may be subject to reduction as provided in Section 11.02.
Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities.

Section 11.02.    Satisfaction of Sinking Fund Payments with Securities

                  The Company (1) may deliver Outstanding Securities of a series
(other than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to any Securities of such series required to be made
pursuant to the terms of such Securities as and to the extent provided for by
the terms of such Securities; provided that the Securities to be so credited
have not been previously so credited. The Securities to be so credited shall be
received and credited for such purpose by the Trustee at the Redemption Price,
as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

Section 11.03.    Redemption of Securities for Sinking Fund

                  Not less than 35 days and not more than 60 days prior to each
sinking fund payment date for any Securities, the Company will deliver to the
Trustee an Officers' Certificate specifying the amount of the next ensuing
sinking fund payment for such Securities pursuant to the terms of such
Securities, the portion thereof, if any, which is to be satisfied by payment of
cash and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities pursuant to Section 11.02 and will also deliver to the
Trustee any Securities to be so delivered. Not less than 35 days and not more
than 60 days prior to each such sinking fund payment date, the Trustee shall
select the Securities to be redeemed upon such sinking fund payment date in the

                                      -92-

<PAGE>

manner specified in Section 10.03 and cause notice of the redemption thereof to
be given in the name of and at the expense of the Company in the manner provided
in Section 10.04. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
10.06 and 10.07.

                                  ARTICLE 12.

                       CHANGE OF CONTROL TRIGGERING EVENT

Section 12.01.    Change of Control Triggering Event

                  In the event that there shall occur a Change of Control
Triggering Event with respect to any series of Securities, then the Company
shall make an Offer to Purchase in accordance with Section 10.08 hereof to
purchase all or any part (equal to $1,000 or an integral multiple thereof) of
each Holder's Securities of such series at a purchase price equal to 101% of the
aggregate principal amount thereof, plus accrued and unpaid interest, including
Special Interest to the date of purchase.

                                  ARTICLE 13.

                       DEFEASANCE AND COVENANT DEFEASANCE

Section 13.01.    Company's Option to Effect Defeasance or Covenant Defeasance

                  The Company may at its option, at any time, elect to have
either Section 13.02 or Section 13.03 applied to the Outstanding Securities of
any series designated pursuant to Section 2.02 as being defeasable pursuant to
Section 13.02 or 13.03, in accordance with applicable requirements provided
pursuant to Section 2.02 and upon compliance with the conditions set forth below
in this Article Thirteen. Any such election shall be evidenced by a Board
Resolution or in another manner specified as contemplated in Section 2.02 for
such Securities.

Section 13.02.    Defeasance and Discharge

                  Upon the Company's exercise of the option provided in Section
13.01 applicable to have this Section applied to any series of securities, the
Company shall be deemed to have been discharged from its obligations with
respect to the Outstanding Securities of such series, on and after the date the
conditions set forth below are satisfied (hereinafter, "defeasance"). For this
purpose, such defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the Outstanding Securities of
such series, which shall thereafter be deemed to be "outstanding" only for the
purposes of Section 13.05 hereof and the other Sections of this Indenture
referred to in (A) and (B) below, and to have satisfied all its other
obligations under such Securities of such series and this Indenture insofar as
such Securities are concerned, except for the following which shall survive
until otherwise terminated or discharged hereunder: (A) the rights of Holders of
such Securities to receive, solely from the

                                      -93-

<PAGE>

trust fund described in Section 13.04 and as more fully set forth in such
Section, payments in respect of the principal of (and premium, if any) and
interest, including Special Interest, on such Securities when such payments are
due, (B) the Company's obligations with respect to such Securities under Article
2 and Section 9.02 hereof, (C) the rights, powers, trusts, duties and immunities
of the Trustee hereunder and (D) this Article Thirteen. Subject to compliance
with this Article Thirteen, the Company may exercise its option under this
Section 13.02 notwithstanding the prior exercise of its option under Section
13.03.

Section 13.03.    Covenant Defeasance

                  Upon the Company's exercise of the option provided in Section
13.01 applicable to this Section, (i) the Company shall be released from its
obligations under Sections 9.06 through 9.15, inclusive and Section 9.17,
Section 10.09, Article 12, and Article 7 hereof and (ii) the occurrence of an
event specified in Sections 4.01(4), 4.01(5) (with respect to any of Sections
9.06 through 9.15, inclusive and 9.17, Section 10.09 and Article 12), 4.01(6)
and 4.01(7) shall not be deemed to be an Event of Default with respect to any
series of Securities (hereinafter, "covenant defeasance"), and the Securities of
such series shall thereafter be deemed not "outstanding" for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Securities shall not be deemed outstanding for accounting
purposes). For this purpose, such covenant defeasance means that the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such Section, Clause or Article,
whether directly or indirectly by reason of any reference elsewhere herein to
any such Section, Clause or Article or by reason of any reference in any such
Section, Clause or Article to any other provision herein or in any other
document shall not constitute a Default or an Event of Default with respect to
any series of Securities under Section 4.01 hereof, but, except as specified
above, the remainder of this Indenture and such Securities shall be unaffected
thereby.

Section 13.04.    Conditions to Defeasance or Covenant Defeasance

                  The following shall be the conditions to application of either
Section 13.02 or Section 13.03 to any Securities or any series of Securities, as
the case may be:

                  (1) The Company shall irrevocably have deposited or caused to
be deposited with the Trustee (or another trustee satisfying the requirements of
Section 5.10 who shall agree to comply with the provisions of this Article
Thirteen applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities, (A) money in an amount, or
(B) U.S. Government Obligations which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money in an amount, or
(C) a combination thereof, sufficient to pay and discharge, and which shall be
applied by the Trustee (or other qualifying trustee) to pay and discharge, the
principal of (premium, if any) and each installment of interest, including
Special Interest, on the Securities on the respective Stated Maturities in
accordance with the terms of this

                                      -94-

<PAGE>

Indenture and of such Securities. For this purpose, "U.S. Government
Obligations" means securities that are (x) direct obligations of the United
States of America for the payment of which its full faith and credit is pledged
or (y) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America the payment of which
is unconditionally guaranteed as a full faith and credit obligation by the
United States of America, which, in either case, are not callable or redeemable
at the option of the issuer thereof, and shall also include a depository receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any such U.S. Government Obligation or a specific
payment of principal of or interest on any such U.S. Government Obligation held
by such custodian for the account of the holder of such depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of principal of or interest on the
U.S. Government Obligation evidenced by such depository receipt.

                  (2) In the case of an election to have Section 13.02 apply to
any Securities or any series of Securities, as the case may be, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that (x) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or (y) since the date of this Indenture there has been a
change in the applicable Federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the Holders of such
Securities will not recognize gain or loss for Federal income tax purposes as a
result of such deposit, defeasance and discharge and will be subject to Federal
income tax on the same amount, in the same manner and at the same times as would
have been the case if such deposit, defeasance and discharge had not occurred.

                  (3) In the case of an election to have Section 13.03 apply to
any Securities or any series of Securities, as the case may be, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Securities will not recognize gain or loss for Federal income
tax purposes as a result of such deposit and covenant defeasance and will be
subject to Federal income tax on the same amount, in the same manner and at the
same times as would have been the case if such deposit and covenant defeasance
had not occurred.

                  (4) The Company shall have delivered to the Trustee an
Officers' Certificate to the effect that neither such Securities nor any other
Securities of the same series, if then listed on any securities exchange, will
be delisted as a result of such deposit.

                  (5) No Event of Default or event which with notice or lapse of
time or both would become an Event of Default with respect to such Securities or
any other Securities shall have occurred and be continuing on the date of such
deposit or, insofar as subsections 4.01(8) and (9) are concerned, at any time
during the period ending on the 90th day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied until the
expiration of such period).

                                      -95-

<PAGE>

                  (6)  Such defeasance or covenant defeasance shall not cause
the Trustee to have a conflicting interest within the meaning of the Trust
Indenture Act (assuming all Securities are in default within the meaning of the
Trust Indenture Act).

                  (7)  Such defeasance or covenant defeasance shall not result
in a breach or violation of, or constitute a default under, any other agreement
or instrument to which the Company is a party or by which it is bound.

                  (8)  The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to either the defeasance under
Section 13.02 or the covenant defeasance under Section 13.03 (as the case may
be) have been complied with.

                  (9)  Such defeasance or covenant defeasance shall not result
in the trust arising from such deposit constituting an investment company as
defined in the Investment Company Act of 1940, as amended, or such trust shall
be qualified under such act or exempt from regulation thereunder.

                  (10) The Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that after the passing of 90 days following
such deposit, the trust funds will not be subject to the effect of any
proceeding or any bankruptcy, insolvency, reorganization, or similar laws
regarding creditors' rights generally.

Section 13.05.    Deposited Money and U.S. Government Obligations to be Held in
Trust; Other Miscellaneous Provisions


                  Subject to the provisions of the last paragraph of Section
9.03, all money and U.S. Government obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee -- collectively, for
purposes of this Section 13.05, the "Trustee") pursuant to Section 13.04 in
respect of any Securities shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities, of all sums due and to become due thereon in respect of
principal (and premium, if any) and interest, including Special Interest, but
such money need not be segregated from other funds except to the extent required
by law.

                  The Company shall pay and indemnify the Trustee its officers,
directors, employees and agents against any tax, fee or other charge imposed on
or assessed against the U.S. Government Obligations deposited pursuant to
Section 13.04 or the principal and interest received in respect thereof other
than any such tax, fee or other charge which by law is for the account of the
Holders of the Outstanding Securities. The indemnity of this Section 13.05 shall
survive the termination of this Indenture or the earlier resignation or removal
of the Trustee.

                  Anything in this Article Thirteen to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to
time upon Company Request any money or U.S. Government Obligations held by it as
provided in Section 13.04 which, in the opinion of a

                                      -96-

<PAGE>

nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, are in excess of the
amount thereof which would then be required to be deposited to effect an
equivalent defeasance or covenant defeasance, as the case may be, with respect
to such Securities.

Section 13.06.    Reinstatement

                  If the Trustee or the Paying Agent is unable to apply any
money in accordance with Section 13.02 or 13.03 with respect to any series of
Securities by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the Company's obligations under this indenture and such Securities shall be
revived and reinstated as though no deposit had occurred pursuant to this
Article Thirteen with respect to such Securities until such time as the Trustee
or Paying Agent is permitted to apply all such money in accordance with Section
13.02 or 13.03; provided, however, that if the Company makes any payment of
principal of (and premium, if any) or any applicable interest on any such
Security following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money held by the Trustee or the Paying Agent.

                                      -97-

<PAGE>

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

                                           THE PREMCOR REFINING GROUP INC.


                                           By _____________________________


Attest:

_________________________________


                                            DEUTSCHE BANK TRUST COMPANY AMERICAS
                                            as Trustee

                                            By ____________________________




Attest:

_________________________________


<PAGE>

                                    EXHIBIT A
                               (Face of Security)

                        [INSERT TITLE OF SECURITIES HERE]



                  [Insert any legend as required by Section 2.07(g)]

                  [Insert any legend required by the Internal Revenue Code and
the regulations thereunder.]

                         THE PREMCOR REFINING GROUP INC.



No. .                                                                 $_________

                  The Premcor Refining Group Inc., a corporation duly organized
and existing under the laws of Delaware (herein called the "Company," which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to [Name of Holder], or registered
assigns, the principal sum set forth above in United States Dollars on . [if
this Security is to bear interest prior to Maturity insert --, and to pay
interest thereon from . or from the most recent Interest Payment Date to which
interest has been paid or as duly provided for, semi-annually on . and . in each
year, commencing ., ., at the rate of . per annum, until the principal hereof
is paid or made available for payment and such interest shall be payable on
demand]; [If Original Securities are not also Registered Securities, then
insert, as appropriate, -- provided, however, that if (i) within 90 days
following the Issue Date the Company has not filed the registration statement
relating to the Exchange Offer or has not filed with the Commission a shelf
registration statement within 45 days following the date the obligation to file
such shelf registration statement arose, or (ii) the registration statement has
not become effective or been declared effective by the Commission within 180
days following the Issue Date, or (iii) the shelf registration statement has not
become effective within 105 days of the date on which the obligation to file
such shelf registration statement arose, or (iv) the Exchange Offer has not been
consummated within 30 business days after the effectiveness deadline of the
Exchange Offer (if such Exchange Offer is then required to be made); or (v) any
registration statement or shelf registration statement is filed and declared
effective but shall thereafter cease to be effective (except as specifically
permitted therein) without being succeeded within 30 days by an additional
registration statement filed and declared effective (any such event referred to
in clauses (i) through (v), the "Registration Default"), then, the per annum
interest rate will increase by 0.25% for the period from the occurrence of such
Registration Default until such time as no Registration Default is in effect (at
which time the interest rate will be reduced to its initial rate); provided,
however that if the Exchange Offer has not been consummated within 270 days
following the Issue Date, then the per annum interest rate will increase by an
additional 0.25%, to 0.50% (such interest rate increases the "Special Interest")
for

                                      D-1

<PAGE>

so long as the Exchange Offer has not been consummated (or until a shelf
registration statement becomes effective).

                  Any accrued and unpaid interest on this Security upon the
issuance of an Exchange Security in exchange for this Security shall cease to be
payable to the Holder hereof but such accrued and unpaid interest shall be
payable on the next Interest Payment Date for such Exchange Security to the
Holder thereof on the related Regular Record Date.]

                  The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the . or . (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date at the office or
agency of the Company at Deutsche Bank Trust Company Americas, 60 Wall Street,
New York, NY 10005 maintained for such purpose and at any other office or agency
maintained by the Company for such purpose (any such location being called a
"Place of Payment"); provided, however, that at the option of the Company
payment of interest may be made by check to the address of the Person entitled
thereto as such address shall appear on the Security Register. Interest shall be
payable in cash. Any such interest not so punctually paid or duly provided, and
interest on such defaulted interest at the interest rate borne by the
Securities, to the extent lawful, shall forthwith cease to be payable to the
Holder on such Regular Record Date and shall be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on a special record date ("Special Record Date") for the payment of
such defaulted interest to be fixed by the Company with the consent of the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements (if
applicable) of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such securities
exchange, all as more fully provided in said Indenture.

                  [If the Security is not to bear interest prior to Maturity,
insert -- The principal of this Security shall not bear interest except in the
case of a default in payment of principal upon acceleration, upon redemption or
at Stated Maturity and in such case the overdue principal and any overdue
premium shall bear interest at the rate of % per annum (to the extent that the
payment of such interest shall be legally enforceable), from the dates such
amounts are due until they are paid or made available for payment. Interest on
any overdue principal or premium shall be payable on demand. [Any such interest
on overdue principal or premium which is not paid on demand shall bear interest
at the rate of % per annum (to the extent that the payment of such interest on
interest shall be legally enforceable), from the date of such demand until the
amount so demanded is paid or made available for payment. Interest on any
overdue interest shall be payable on demand.]]

                  If this Security is a Global Security, all payments in respect
of this Security will be payable to the Global Security Holder in its capacity
as the registered Holder under the Indenture. If this Security is not a Global
Security, payment of the principal of, premium, if any,

                                      D-2

<PAGE>

and interest on this Security will be made at the office or agency of the
Company maintained for that purpose in the City and State of New York, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts, or at the option of the
Company, payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register;
provided, however, that payment by wire transfer of immediately available funds
will be required with respect to principal of, premium, if any, and interest on,
all Global Securities and all other Securities the Holders of which shall have
provided wire transfer instructions to the Company or the Paying Agent.

                  Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                  Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.

                                      D-3

<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.

Dated:


                                            THE PREMCOR REFINING GROUP INC.


                                            By _________________________________
                                               Name:
                                               Title:


Certificate of Authentication

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

                                            DEUTSCHE BANK TRUST COMPANY AMERICAS
                                            as Trustee

                                            By _________________________________
                                                      Authorized Signatory

                                      D-4